LetShare Offices B.V., a private limited company, incorporated under the laws of the Netherlands, with its registered address at Hogeweg 14, 1098 CB Amsterdam, The Netherlands, hereby duly represented by Rudolf Vriens, as its Manager (hereinafter referred to as “LetShare”);
“CLIENT” (hereinafter referred to as “Licensee”).
LetShare wishes to license a computer software to the Licensee and the Licensee desires to purchase the software license under the terms and conditions stated below:
COMMERCIAL TERMS AND CONDITIONS:
1. LICENSE FEE
a) LetShare is entitled to an annual upfront license fee per Meeting Room correspondent to 350.00€ (three hundred and fifty euros) (excl. VAT);
b) LetShare is entitled to an annual upfront license fee per Conference Module correspondent to 15000.00€ (fifteen thousand euros) (excl. VAT);
c) LetShare is entitled to an annual upfront license fee per Workspace correspondent to 35.00€ (thirty five euros) (excl. VAT);
d) Additionally, LetShare is also entitled to an annual upfront support fee that shall be equivalent to 8% of the total annual license’s fee (excl. VAT).
2. PAYMENT OPTIONS
The Parties agree on the following model of payment:
Payment of the total amount of the fees for one year (as described in the previous clause) on the License Date and each year at the moment of the respective renewal, if any;
a) The term of this Agreement will begin on “DATE” and will continue for a period of one year or more upon agreement between the Parties.
b) The term of the Agreement shall be extended automatically for the same period, unless any of the Parties terminate the Agreement in writing, upon a notice period of 60 (sixty) days prior to the end of the period in question.
All notices to the parties under this Agreement are to be provided at the following addresses, or at such addresses as may be later provided in writing:
LetShare Offices B.V.
Hogeweg 14, 1098 CB Amsterdam,
SOFTWARE LICENSE AGREEMENT
a) LetShare grants to the Licensee a non-exclusive and non-transferable license.
b) “Software” shall include the web application and any related printed, electronic and online documentation and any other files that may accompany the product; and exclude all additional software licenses needed for full capability and functionality e.g. Operative System, web browser, document viewers, among others.
c) This Agreement grants a meeting room-based license to the Licensee. Access to the Software will be provided by giving access credentials to the main user, who’s contact details are shared with LetShare in the setup form. The Software may be used for internal usage or direct customers of Licensee only. Licensee is responsible for the usage of the Software for any indirect customers.
d) Offering and/or accepting a booking or reservation of a customer by means of the Software effects an agreement between Licensee and this customer. LetShare shall under no circumstances be party to this agreement. Therefore, LetShare cannot be held liable for any breach of contract and/or unlawful act and/or any offence by any party to this agreement, nor can LetShare be held liable for any damages as a result of nonperformance by one the parties (Licensee and/or Licensee’s customer and/or any other third party involved) to this agreement.
e) The Software may not be modified, reverse-engineered, or de-compiled in any manner through current or future available technologies.
f) Failure to comply with any of the terms under the License section will be considered a material breach of this Agreement.
2. User Conditions
a) Licensee’s use of the Software must be fair, reasonable and within the scope of the Software that has been provided. If at the sole discretion of LetShare, Licensee’s use of the Software is considered to be unreasonable, unlawful or conflicting with the envisioned use, LetShare may, without further notice, suspend, modify or restrict Licensee’s use of the Software, without being liable for any compensation.
b) Licensee guarantees that Licensee’s users of the Software fully comply to the provisions as set out in the Agreement. Any misconduct, unlawful act and/or harmful event caused by these users or other persons/entities shall count as an act performed by Licensee, unless this has been established otherwise by law.
c) If another user or customer misuses the Software or does not comply with the obligations as set out in this Agreement, this can be reported to LetShare in writing. At its sole discretion, LetShare shall decide whether in this matter any provisions of this Agreement have been violated and can take every action LetShare deems necessary.
3. Financial terms
a) The payment of all the fees as described in the Specific Terms and Conditions shall be paid until fourteen (14) days from date of invoice and or start of using the Software.
b) If Licensee fails to pay the fees on the terms determined above, LetShare may, immediately terminate the use of Software. Additionally, LetShare may claim from the Licensee the payment of interests on the unpaid amount at the rate of eight percent (8%) per annum.
c) LetShare may adjust the amount of the fees on a yearly basis. Where possible, LetShare will inform the Licensee about such fee adjustment via email one month prior to the effective date of the fee adjustment. In the event that such fee adjustment results in higher fees and Licensee does not agree to the proposed adjustment, the Licensee may, terminate the Agreement in accordance with Article 10 of the General Terms and Conditions, in absence whereof the Licensee is deemed to have accepted the adjusted fees.
b) To dispute the amounts invoiced, the Licensee has 14 (fourteen) days from the date of invoice. In the absence of opposition to the amounts invoices within the stated period of time, the amounts invoiced shall be considered due.
4. Limitation of Liability
a) The Software is provided by LetShare and accepted by the Licensee “as is”.
b) LetShare`s liability will be limited to a maximum of the original purchase price of the Software. LetShare will not be liable for any general, special, incidental or consequential damages including, but not limited to, loss of production, loss of profits, loss of revenue, loss of data, or any other business or economic disadvantage suffered by the Licensee arising out of the use or failure to use the Software.
c) Changes to the Software (and documentation) can be made by LetShare periodically and /or at any time. Such changes shall never constitute any liability of LetShare, neither can LetShare be held responsible for the information and communications provided by other users and/or customers.
d) LetShare makes no warranty expressed or implied regarding the fitness of the Software for a particular purpose or that the Software will be suitable or appropriate for the specific requirements of the Licensee.
e) LetShare does not warrant that use of the Software will be uninterrupted or error-free. The Licensee accepts that software in general is prone to bugs and flaws within an acceptable level as determined in the industry.
f) In the case of connections with third-party software that have been created on behalf of the Licensee, Licensee must comply to the provisions applicable to the services of these companies. LetShare is not responsible for any damage to the third-party software or failure of the connection.
5. Force Majeure
LetShare will be free of liability to the Licensee where LetShare is prevented from executing its obligations under this Agreement in whole or in part due to Force Majeure. Force majeure includes but is not limited to: military actions, any acts of God, act of any government or other authority or statutory undertaking, industrial dispute, fire, explosion, accident, power failure, flood, riot or war (declared or undeclared), the elements, unavailability of or disruptions in telecommunication data network or internet connections, power loss/electrical power outage, delays or failures of Vendor’s suppliers, transport problems and strikes.
6. Intellectual Property Rights
a) Title, copyright, intellectual property rights and distribution rights of the Software remain exclusively with the LetShare. Intellectual property rights include the look and feel of the Software. This Agreement constitutes a License for use only and is not in any way a transfer of ownership rights to the Software.
b) LetShare shall indemnify the Licensee against any legal claims from third parties based on the assertion that LetShare may have infringed any Intellectual property rights of a third party. If such a claim has been directed to Licensee, Licensee shall notify LetShare immediately in writing of the existence and content of this claim and Licensee leaves the disposal of this claim entirely to LetShare.
c) Licensee shall indemnify LetShare against any legal claims from third parties based on the assertion of infringement of any Intellectual property rights of either customers or third parties, arising from the use of the Software. When at first directed to LetShare, LetShare will notify Licensee immediately and leave the disposal of the claim entirely to Licensee.
7. Processing personal data
a) The processing of personal data as defined in article 1 of the Dutch Data Protection Act (“Wet Bescherming Persoonsgegevens”), is Licensee’s responsibility. Licensee shall indemnify LetShare against any claims by natural persons whose personal data are recorded or processed by using the Software, whether lawfully or not.
b) In the event that LetShare must process personal data, LetShare shall process these personal data on Licensee’s behalf exclusively. In that case Licensee shall at all times be the “responsible party” as set out in article 1d of the Dutch Data Protection Act, whereas LetShare shall at all times be the “processor” of data, as set out in article 1e of this Act.
8. Warrants and Representations
LetShare warrants and represents that:
a) it is the copyright holder of the Software;
b) granting the license to use this Software is not in violation of any other agreement, copyright or applicable statute.
9. User Support
The Licensee will be entitled to support for the use and functionality of the Software based on the support and services covered in the support addendum. The support addendum is a part of this Agreement.
a) Each party has the right, without prejudice to its other rights or remedies, to terminate the Agreement immediately or may Suspend the Services by written (electronic) notice to the other party if the other party:
(i) Is in material breach of any of its obligations under this Agreement and either that breach is incapable of remedy or the other party shall have failed to remedy that breach within fourteen (14) days after receiving written (electronic) notice requiring it to remedy that breach; or
(ii) Is unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the liquidation, administration, winding-up or dissolution of the other party;
b) LetShare may terminate this Agreement with immediate effect, if:
(i) Licensee has not fully paid any outstanding invoice plus accrued interests and remains in default to pay ten (10) days after written (electronic) notice requiring payment from LetShare.
c) Any termination of this Agreement shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision of the Agreement which is expressly or by implication intended to come into force or continuance of force on or after that termination.
d) Upon the termination of the Agreement, Licensee’s account for the use of the Software will be blocked and the Software will become inaccessible to Licensee instantly. LetShare will maintain the information specifically connected to Licensee’s account for a maximum period of two (2) months. When the account for the use of the Software is deleted, all information specifically connected to Licensee’s account will be removed once and for all.
The rights and obligations of this Agreement are personal rights granted to the Licensee only. The Licensee may not transfer or assign any of the rights or obligations granted under this Agreement to any other person or legal entity.
All terms, conditions and obligations of this Agreement will be deemed to be accepted by the Licensee (“Acceptance”) upon execution of this Agreement.
13. Governing Law
The Parties to this Agreement submit to the jurisdiction of the courts of the Netherlands for the enforcement of this Agreement or any arbitration award or decision arising from this Agreement. This Agreement will be enforced or construed according to the laws of the Netherlands.
a) This Agreement can only be modified in writing signed by both LetShare and the Licensee.
b) This Agreement does not create or imply any relationship in agency or partnership between the Vendor and the Licensee.
c) Headings are inserted for the convenience of the parties only and are not to be considered when interpreting this Agreement. Words in the singular mean and include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa. Words in the neuter gender include the masculine gender and the feminine gender and vice versa.
d) If any term, covenant, condition or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties’ intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Agreement will in no way be affected, impaired or invalidated as a result.
e) This Agreement contains the entire Agreement between the parties. All understandings have been included in these Agreements. Representations, which may have been made by any party to this Agreement, may in some way be inconsistent with this final written Agreement. All such statements are declared to be of no value in this Agreement. Only the written terms of this Agreement will bind the parties. This Agreement and the terms and conditions contained in this Agreement apply to and are binding upon the Vendor’s successors and assigns.
f) The original English version of this Agreement may have been translated into other languages. In the event of an inconsistency or discrepancy between the original English version and any other language version, the provisions in the English version shall at all times prevail.