TERMS AND CONDITIONS

Effective date                     Version
September 20, 2021         v. 1.4

The company registered as NECTAIN B.V., REG. Nr. 71590242, Amsterdam Sloterdijk Teleport Towers, Kingsfordweg 151, Amsterdam 1043 GR, the Netherlands (Nectain, we or us), operating under the brand Nectain, provides your business with innovative end-to-end solution under the current terms and conditions (the Terms).

These Terms constitute a legally binding agreement between you, made whether by you personally or on behalf of an entity (the Client, you) and Nectain, concerning your access to and use of the www.nectain.com website (hereinafter the Site).

1. DEFINITIONS
1.1. Content is all types of data presented on the Site, including but not limited to text, images, photos, logos, icons, sounds, animation, (info-)graphics, audios and videos.
1.2. Communications are all and any communication, agreement, document, receipt, notice, and disclosure, which may be from time to time addressed to Client by Nectain.
1.3. Nectain Software is software provided to you within the scope of provision of Services, the intellectual property rights for such software belonging to Nectain. Nectain Software consists of separate Modules and is customizable.
1.4. Modules are the individual components of the Nectain Software.
1.5. Services are the services provided by Nectain and listed in Section 6 of these Terms.
1.6. Third-Party Content shall mean the content provided by third parties, including without limitation links to webpages of such parties, which may be represented on the Site.
1.7. Third-Party Service refers to any platform or network which is our partner, contractor or sub-contractor and help us provide better Services.

2. ACCEPTANCE OF TERMS
2.1. By using our Site and/or Services you, therefore, constitute that you have read, understood and accept the given Terms. If you do not agree with the provisions of the Terms, refrain from using the Site and/or Services.
2.2. By using the Site, you also confirm you are not listed on any U.S. Government or EU list of prohibited or restricted countries or parties, and you are not located in a country that is subject to U.S. Government or EU embargo. If national legislation of your country prohibits you to access the Site or use the Services, you shall refrain from doing so.
2.3. Nectain grants you a non-exclusive, non-transferable and limited personal license to access and use the Site (the License) on your devices and/or access or use any content that may be available through our Site. This License is conditional upon your compliance with these Terms.

3. USE RESTRICTIONS
3.1. You are prohibited to:
3.1.1. Post, upload, send via email or otherwise make available any content that:
3.1.1.1. infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity;
3.1.1.2. is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, or promotes extreme violence or cruelty to animals, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, beliefs or their absence, disability, gender, age, veteran status, or sexual orientation/gender identity);
3.1.1.3. Discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information;
3.1.2. Use the Site or any information placed therein for any commercial purpose and/or use the Site for the solicitation of business in the course of trade or in connection with a commercial enterprise;
3.1.3. Use the Site for any fraudulent or unlawful purpose or for the promotion of such activities;
3.1.4. Provide false or inaccurate information when registering an account;
3.1.5. Impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
3.1.6. Collect or harvest any personal data of any user of the Site;
3.1.7. Interfere with or disrupt the operation of the Site or the servers or networks, including by hacking or defacing the Site;
3.1.8. Restrict or inhibit any other person from using the, use another user’s account without permission and/or intentionally allow another user to access your account;
3.1.9. Reproduce, modify, adapt, translate, distribute or use for any commercial purpose any content placed on the Site without our prior written consent. We grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices but retain the right to revoke this permission at any time on a general or specific basis;
3.1.10. Interfere or attempt to interfere with the proper functioning of the Site, including making any automated use of the Site, the Service or the related systems, or take any action to bypass any robot exclusion headers or other measures we take to restrict access to the Site that is deemed to impose an unreasonable or disproportionately large load on our servers or network infrastructure;
3.1.11. Frame or mirror any portion of the Site;
3.1.12. Download and store the content, placed on the Site in a systematic way;
3.1.13. Use any robot or another device to gather content from the Site and/or circumvent, disable or otherwise interfere with any security-related features of the Site or features that prevent or restrict use or copying of content, or enforce limitations on use of the Site;
3.1.14. Reverse engineer, decompile or disassemble any part of the Site.
3.2. You understand and agree that any liability, loss or damage that occurs as a result of the breach of the aforementioned prohibitions is solely your responsibility. Nectain is not responsible for your violations.
3.3. The Site does not, and cannot, pre-screen or monitor all user content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Site.

4. ELIGIBILITY
4.1. Prior to your use of the Services and on an ongoing basis you represent, warrant, covenant, and agree that:
4.1.1. You use our Services at your sole option, discretion and risk;
4.1.2. You use our Services personally or as an authorized representative of the legal person;
4.1.3. All information you submit will be true, accurate, current, and complete;
4.1.4. You will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
4.1.5. You will not use the Site for any illegal or unauthorized purpose;
4.1.6. Your use of the Site will not violate any applicable law or regulation;
4.1.7. You are at least 16 years old or of other legal age providing full capacity according to your relevant jurisdiction.
4.2. You further represent and warrant that you:
4.2.1. Have not previously been suspended or removed from using our Services;
4.2.2. Have full power and authority to enter into this agreement and in doing so will not violate any other agreement to which you are a party;
4.2.3. Will not use our Services if any applicable laws in your country prohibit you from doing so in accordance with these Terms.
4.3. YOU INDEMNIFY AND HOLD US HARMLESS AGAINST ANY CLAIMS, DEMANDS AND DAMAGES, WHETHER DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA OR LOSS OF ASSETS, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ORIGINATED FROM OR IN ANY WAY CONNECTED WITH INVALIDITY OR BREACH OF ANY OF THE PROVISIONS OF THIS SECTION AND THE ENTIRE TERMS.

5. CONTENT PURPOSE
5.1. All the information provided via the Site for informational purposes only and does not constitute any professional advice. You should not rely on any information provided in your personal or business activity. Nectain makes all reasonable efforts to make the information accurate and reliable, but we cannot guarantee that all the information is accurate at the moment you will use it. Nevertheless, this is not an obligation of the Nectain to maintain the Site and its Content. The Site operates on “as is” basis with no representation or warranty related to its functionality.
5.2. You should use the Content and the information placed on the Site according to these Terms. You agree not to copy, modify or reproduce the Content in any other way without our prior written consent.
5.3. You represent and warrant that any submissions you make are complete and accurate, not fraudulent, tortious and do not violate any applicable law or rights of any third party.
5.4. While we welcome any feedback or comments from you, please note that any unsolicited ideas, feedback or suggestions pertaining to our business, such as proposals for new or improved products or technologies, website or tool enhancements, processes, materials, marketing plans or new product names you transfer irrevocably, royalty-free, perpetually, worldwide, and exclusively all the proprietary rights for listed items to the Nectain upon submission. You waive moral rights for the listed items, your right for any compensation and the rights to forbid, allow, restrict or otherwise by any method influence or obstruct Nectain’s use or rights for the items listed above.

6. SERVICES
6.1. Nectain provides the following Services:
6.1.1. Business process analysis;
6.1.2. Business process transformation/digitalization;
6.1.3. Software implementation/integration;
6.1.4. Enterprise custom solution;
6.1.5. Product adoption.
6.2. Valid prices of the Services may be displayed on the Site. Otherwise, it may be agreed between you and Nectain separately.
6.3. To be able to use all the possibilities and functionality of our Site you also can request an individual offer, after which we will send your result by e-mail.

7. WARRANTIES & ACKNOWLEDGMENT
7.1. You warrant to provide accurate, complete, and current data necessary for our evaluation of your inquiry and any other information necessary for a proper provision of Services requested by Nectain in full and in timely manner.
7.2. You acknowledge that:
7.2.1. You have read, understood, and agreed to these Terms;
7.2.2. Nectain neither bears any responsibility nor cover any losses caused by illegal, inappropriate, or unauthorized use of the Site/Services.
7.3. You further represent, agree and warrant, that you will not violate any law, contract, third-party right or commit a tort by accessing or using the Services, and that you are solely responsible for your actions and/or inactions while using our Services.
7.4. Without prejudice to the foregoing, you represent, agree and warrant that YOU WILL NOT:
7.4.1. Use our Services if any applicable law in your country prohibits or will prohibit you at any time from doing so. In case you identify a breach of this provision, you shall immediately notify Nectain and immediately cease using Services;
7.4.2. Use our Services to participate in a fraudulent, scam or any type of illegal activity;
7.4.3. Provide false, inaccurate, or misleading information;
7.4.4. Attempt to modify, decompile, reverse-engineer, or disassemble Nectain Software in any way;
7.4.5. Use any robot, spider, crawler, scraper or other automated means or interface not provided by us to access the Services or any data at the Site;
7.4.6. Access or use the Services to collect any market research for a competing business;
7.4.7. Attempt to circumvent any content filtering techniques we employ or attempt to access any service or area of our Services that you are not authorized to access;
7.4.8. Develop any third-party applications that interact with our Services without our prior written consent;
7.4.9. Encourage or induce any third party to engage in any of the activities prohibited under this Section.

8. THIRD-PARTY CONTENT AND SERVICES
8.1. The Content may contain links to third-party controlled websites. Content at those websites may be protected by applicable copyrights, trademarks, patents, trade secrets or other proprietary rights and laws. We neither control nor endorse any content provided by third parties. Third-party sites, content and software are not investigated, monitored or checked for accuracy, appropriateness, or completeness, and we are not responsible for them. You use any such content at your own risk and according to the terms and conditions specified by the provider of that content.
8.2. You may be charged fees by Third-Party Service. Nectain is not responsible for any Third-Party Services’ fees. You are solely responsible for your use of the Third-Party Service, and you agree to comply with all terms and conditions applicable to any Third-Party Service.
8.3. While using our Site, you may view Third-Party Content. We do not control, endorse or adopt (unless otherwise expressly stated by us) any Third-Party Content and shall have no responsibility for Third-Party Content, including without limitation material that may be misleading, incomplete, erroneous, offensive, indecent or otherwise objectionable. In addition, your business dealings or correspondence with such third parties are solely between you and the third parties. We are not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings, and you understand that your use of Third-Party Content, and your interactions with third parties, is at your own risk.

9. INTELLECTUAL PROPERTY
9.1. All our intellectual property assets (IPA) including but not limited to all copyrights, trademarks, patents, service marks, trade names, software code, icons, logos, characters, layouts, trade secrets, buttons, color scheme, and graphics are protected by local and international intellectual property laws and treaties.
9.2. We hereby grant you a limited, non-exclusive and non-sublicensable license to access and use our IPA for your personal use only.
9.3. In any case, you may not alter, modify, reproduce, distribute or commercially exploit any materials, including text, graphics, video, audio, software code, user interface design or logos.
9.4. The license granted under this Section will automatically terminate if we suspend or terminate your access to the Services.
9.5. In case you upload or share any feedback, suggestion, idea or other information or material with us you automatically grant us a worldwide license to use your content. It becomes part of the public domain as long as it remains on our Site. It can be used for marketing or any other purposes at our sole discretion.

10. COMMUNICATIONS
10.1. You agree and consent to receive electronically all Communications, that Nectain may be willing to communicate to you in connection with your name and e-mail and/or use of our Services. You may withdraw your consent to receive electronic Communications by sending a withdrawal notice to our support team via e-mail contact@nectain.com. If you decline or withdraw consent to receive electronic Communications, Nectain may suspend or terminate your use of the Site/Services.

11. INDEMNIFICATION
11.1. If you have a dispute with any third party, you indemnify us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

12. APPLICABLE LAW AND DISPUTE RESOLUTION
12.1. Any disputes, claims, controversies, and disagreements arising in connection with these Terms or your use of the Site/Services shall be resolved through the amicable negotiations.
12.2. You and Nectain agree to notify each other in writing of any dispute within thirty (30) days of when it arises. Notice to Nectain shall be sent by e-mail (for Nectain to contact@nectain.com, for Client to e-mail that is provided by the Client for contacting or communication purposes).
12.3. In case disputes, claims, controversies, and disagreements are not resolved within sixty (60) days since the moment when Nectain or you have received the relevant notification, you and Nectain agree to arbitrate any dispute arising from these Terms or your use of the Site/Services, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents.
12.4. Any dispute, controversy, difference or claim arising out of or relating to the Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be settled in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The place of arbitration shall be Amsterdam, Netherlands. The law of this arbitration clause shall be Dutch law. The seat of arbitration shall be in Amsterdam. The arbitral tribunal shall be composed of one arbitrator. The arbitration proceedings shall be conducted in English language. Consolidation of the arbitral proceedings with other arbitral proceedings, as provided for in Article 1046 of the Dutch Code of Civil Procedure and Article 39 of the Arbitration Rules of the Netherlands Arbitration Institute, is excluded.
12.5. Other than class procedures and remedies discussed below, the arbitrator has the authority to grant any remedy that would otherwise be available in court. Any dispute between the parties will be governed by these Terms and the laws of Netherlands, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
12.6. Whether the dispute is heard in arbitration or in court, you will not commence against Nectain a class action, class arbitration or representative action or proceeding.

13. DISCLAIMERS & LIMITATION OF LIABILITY
13.1. Except as expressly provided to the contrary in a writing by us, our Services are provided on “as is” and “as available” basis. WE EXPRESSLY DISCLAIM, AND YOU WAIVE, ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO OUR SERVICES, INCLUDING THE INFORMATION, CONTENT AND MATERIALS CONTAINED THEREIN.
13.2. Except as otherwise required by law, IN NO EVENT SHALL NECTAIN, OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, LOSS OF PROFITS OR LOSS OF DATA, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE) OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF OR INABILITY TO USE OUR SERVICES, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY ANY USER ON ANY INFORMATION OBTAINED FROM NECTAIN, OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO NECTAIN’S RECORDS, SOFTWARE, OR SERVICES.
13.3. To the maximum extent permitted by applicable law, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF NECTAIN (INCLUDING OUR DIRECTORS, OFFICERS, MEMBERS, EMPLOYEES AND AGENTS), WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, NECTAIN OR TO THESE TERMS EXCEED THE FEES PAID BY YOU TO NECTAIN WITHIN 3 MONTHS IMMEDIATELY PRECEDING THE DATE OF ANY CLAIM GIVING RISE TO SUCH LIABILITY.

14. TERMINATION
14.1. We reserve the right to terminate these Terms and delete information about you and/or your business immediately without notice for the following reasons:
14.1.1. If we believe that you have breached any of the provisions of these Terms;
14.1.2. If you yourself attempt or assist at attempting to gain unauthorized access to the Site;
14.1.3. If we decide to terminate our Services;
14.1.4. If you use the Services for any illegal activities;
14.1.5. Upon the legal request of authorities.
14.2. We reserve the right to change, suspend, or discontinue all or any aspect of the Services at any time without prior notification. This will mean termination of these Terms for the Client, with exception to provisions that regulate applicable law and dispute resolution, your warranties and representations and disclaimers made by Nectain and limitation of liability of Nectain.
14.3. The termination does not affect any of your previous activities prior to the termination.

15. MISCELLANEOUS
15.1. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between Nectain and you regarding the use of Site/Services. In the event of any conflict between these Terms and any other agreement you may have with Nectain, the terms of that other agreement will prevail only if these Terms are specifically identified and declared to be overridden by such other agreement.
15.2. Nothing in these Terms shall be construed to create a partnership, fiduciary, joint venture or agency relationship between you and us.
15.3. Our failure or delay in exercising any right, power or privilege under these Terms shall not operate as a waiver thereof.
15.4. The invalidity or unenforceability of any of these Terms shall not affect the validity or enforceability of any other of these Terms, all of which shall remain in full force and effect.
15.5. You may not assign or transfer any of your rights or obligations under these Terms without prior written consent from Nectain, including by operation of law or in connection with any change of control. Nectain may assign or transfer any or all of its rights under these Terms, in whole or in part, without obtaining your consent or approval.
15.6. No waiver of any breach of any provision of these Terms shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party.
15.7. We may at any time by any reason discontinue the maintenance of the Site and terminate these Terms. The provisions of Sections 8, 9, 13, and 12 shall survive the termination of the Terms, alongside other provisions that by their nature shall survive such termination.
15.8. YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THESE TERMS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS TOGETHER WITH THE PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.

16. CONTACT DETAILS
16.1. In case of any questions arising in connection to these Terms, feel free to contact us via
email: contact@nectain.com
mail: Nectain B.V., Amsterdam Sloterdijk Teleport Towers, Kingsfordweg 151, Amsterdam 1043 GR, the Netherlands.

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