This iSoftli User License Agreement (hereinafter referred to as the “Agreement”) dated as of the date of acceptance by means of a click-through, is made by and among Rotopi B.v.b.a., incorporated under the laws of Belgium with registered office at Terlaemenlaan, B-3550 Heusden-Zolder, Belgium, with company number BE0475637916, (hereinafter referred to as “iSoftli”) and the entity or person designated by the registration data provided herewith (hereinafter referred to as “User”) and applies to User’s use of iSoftli’ Service and Products.
PLEASE READ THIS iSoftli USER LICENSE AGREEMENT CAREFULLY BEFORE USING THE iSoftli SERVICE AND PRODUCTS. BY ACCESSING OR USING THE iSoftli SERVICE AND PRODUCTS, LICENSEE AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, USER SHALL NOT ACCESS, INSTALL AND/OR USE THE iSoftli SERVICE AND PRODUCTS AND, IF PRESENTED WITH THE OPTION TO “AGREE” OR “DISAGREE” TO THE TERMS, CLICKS “DISAGREE”.
The terms and conditions in this Agreement govern all use of the software and the services marketed by iSoftli, hereinafter referred to as the “Service” or “Services”, including but not limited to the applications named “iSoftli”, and all additional iSoftli software that is available now and in the future including any software, programs, documentation, tools and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases). The terms and conditions of this Agreement also govern all use of the iSoftli website www.iSoftli.com, hereinafter referred to the “Website”. iSoftli may also perform installations and provide hardware and supplies mentioned or not mentioned on the Website (taken together with the Website, hereinafter referred to as the “Product” or “Products”). The terms and conditions in this Agreement apply to all Products and any free trial of the Products.
iSoftli reserves the right, in its sole discretion, to modify or replace any of the terms or conditions of this Agreement at any time. This may be done by means of the publication of such changes on the Website. User’s continued use of any of the Services or Products following the posting of any changes to this Agreement constitutes User’s acceptance of those changes. User agrees to periodically inspect the Website to stay informed about such changes. Certain Services or Products that become available may be subject to additional or different terms and conditions, and if those additional terms and conditions conflict with this Agreement, those additional terms and conditions will prevail.
2. Account information
By accessing any part of the iSoftli’ Services or Products or by using the Services or Products in any way whatsoever, User recognizes being bound by the terms of this Agreement. User warrants and guarantees that User is at least eighteen (18) years old and be a natural person, as accounts and User logins may not be registered or accessed via bots or other automated methods , and has read, understand, and agree to be bound by this Agreement and if User is entering into this Agreement on behalf of a company, User warrants and guarantees that User has the authority to bind that company to the terms of this Agreement. All Users agree to provide true, accurate, current and complete Account Information, and to maintain and promptly update their Account Information in order to ensure that it remains true, accurate, current and complete.
As a condition to using the Services or Products, User may be required to register with iSoftli and create an iSoftli account and select a password and user name (“iSoftli User ID”). User may not (a) select or use any iSoftli User ID of another person or company with the intent to impersonate that person or company; or (b) use as an iSoftli User ID or iSoftli Website Name a name for which User does not have permission to use. iSoftli reserves the right to refuse registration of, or cancel a iSoftli User ID in its discretion. User is responsible for maintaining the confidentiality of the iSoftli password and other account information. User agrees that the information provided will be accurate, complete, and up to date, and if iSoftli determines that the information does not meet those standards, or if these requirements are violated, iSoftli may immediately terminate the Agreement for breach and/or suspend the User’s use of the Service or Products.
3. Intellectual property
The Service is licensed and not sold. iSoftli reserves all rights not expressly granted to the User in this Agreement. By accepting this Agreement, User recognizes that the Service, the Intellectual Property Rights, the copyright and the trademarks are the exclusive and inalienable property of iSoftli or its suppliers, and that the trademarks, the name and Intellectual Property Rights remain the property of iSoftli or its suppliers. The Service is protected by copyright, trade secret and other intellectual property laws. iSoftli owns the title, copyright and worldwide Intellectual Property Rights (as defined below) in and to the Services, all copies of the Services, their software and the documentation . This Agreement does not grant you any rights to iSoftli trademarks or service marks. For the purposes of this Agreement, “Intellectual Property Rights” means all author’s rights, patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction. No User may publish or use iSoftliS’s brand, branding or logos except with iSoftli’s prior written consent. User hereby consent that, if User chooses to use the Service, iSoftli may identify User as a iSoftli customer (using User’s name and logo) and generally describe the Service or Products it provides to User in its promotional materials, presentations, and proposals to other current and prospective customers.
User may choose to or iSoftli may invite User to submit comments or ideas about the Service, including without limitation about how to improve the Service (“Ideas”). By submitting any Idea, User agrees that the disclosure is gratuitous, unsolicited and without restriction and will not place iSoftli under any fiduciary or other obligation, and that iSoftli is free to use the Idea without any additional compensation to User, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone. User further acknowledge that, by acceptance of User’s submission, iSoftli does not waive any rights to use similar or related ideas previously known to iSoftli, or developed by its employees, or obtained from sources other than User.
4. Permitted Uses
Subject to the terms and conditions of this Agreement, including due and timely payment of applicable fees relating to the use of the Service(s) or Product(s), iSoftli hereby grants to User a limited, non-exclusive, non-transferrable license, without the right to sublicense, to install and operate the Service and Products as well as its accompanying documentation on Users computer(s) solely for the benefit of User’s business purposes and not for any third party, until termination of this agreement. Any right not expressly granted hereunder are reserved. There are no implied rights of any kind. The Service(s) shall remain the entire and exclusive property of iSoftli. This Agreement does not constitute a sales agreement, but a customer license agreement that is personal, inalienable and non-exclusive.
User shall not, nor permit anyone else to, directly or indirectly(a) make copies of or further distribute the Service or Products, including copying onto any other medium, (b) distribute, rent, sublicense, lease, resell, or assign the Service or Products, (c) alter, modify or adapt the Service or Products, including but not limited to, translating, decompiling, disassembling, reverse engineering, attempting to discover the source code or underlying algorithms of all or any part of the Products or Services or creating derivative works, (d) export the Service or Products without the appropriate foreign government licenses and without iSoftli’s prior written approval, (e) resell, rent or otherwise provide access to the Service or Products to a third party or (f) take any action in an attempt to obtain any other iSoftli user’s data, cause malfunction, crash, tamper with or otherwise impair iSoftli Products and Service.
User’s use of the Products and Services is subject to all applicable local, state, national and international laws and regulations. User will not use the Products or Services or any content for any purpose or in any manner that is unlawful (including, without limitation, in any manner which violates the export or trade controls of the EU or any other country) or prohibited by this Agreement, or which infringes the rights of iSoftli or others.
Any rights not expressly granted hereunder are reserved by iSoftli. No rights in the iSoftli’ Service and Products are granted, whether expressly or by implication, including, without limitation, any rights in any patents, copyrights, trademarks or trade secrets embodied therein, except in connection with the permitted uses expressly described herein.
If User chooses to purchase any Service or Product, User agrees to pay the applicable prices. The fees charged for the Services are subject at all times to change by iSoftli giving 30 days notice, which will be posted on the Website. iSoftli shall not liable to Users or any third party for any modification to the Fees.
8.End Customer Personal Information
User agrees that notwithstanding anything to the contrary herein, User shall handle any personally identifiable information that it inputs into the Service in the following manner:
(a) in the event User seeks to use or export such data, User shall use the iSoftli opt-out mechanism for anyone who has provided User with personally identifiable information that is stored on the Service,
All Services are charged in advance on a monthly basis and are non-refundable, including for partial months of Services, Service upgrades or downgrades or unused Services in an open account. iSoftli will not be held liable in any way for any lack of refunds in connection with the Services. A valid credit card number is required for paying all User accounts. If a User is carrying out a free trial of the Services (as offered on the Website), the free trial will begin on the day that the User’s account is opened and end 30 days later. At the end of the free trial period, Users will need to provide a valid credit card number in order to further use the Services. iSoftli will charge a User’s credit card for any upgrade that a User opts for in respect of the Services at the start of the User’s next billing monthly cycle.
10. Accounts downgrades
Users may downgrade their accounts (for example-not limited- stop using an extra device, or stop using FDM, …) at any time by following the steps on the Website. The downgrade will become effective immediately. No refunds will be paid in respect of any unused portion of any higher account offering. Downgrading your Services may cause the loss of content, or features of capacity of your account. If you choose to downgrade your account, iSoftli does not accept any liability for the resulting loss of data, content, features or capacity.
11.Cancelation of accounts
This Agreement shall come into effect upon first use of any of the Products or Service and shall be valid for an open-ended period. User may terminate this Agreement at any time. iSoftli in its sole discretion has the right to suspend or terminate this Agreement and your account and refuse any and all current or future use of the Services and Products for any reason at any time if User does not comply with this Agreement. This Agreement and User’s right to use the licensed software and iSoftli Service automatically terminates if User fails to comply with any provision of this Agreement. User’s duties to (a) pay amounts due and payable, (b) refrain from any kind of reverse engineering or infringement on iSoftli’s Intellectual property Rights or other act in violation of this agreement or (c) indemnify and hold harmless iSoftli with regard to end customer personal information shall survive termination of this Agreement. Upon termination User will destroy all copies of the Service and documentation onto which the Licensed Service or documentation has been installed. In addition, iSoftli reserves the right and User acknowledges such right for iSoftli to terminate service of User’s account without notice in iSoftli’s sole discretion. Upon termination iSoftli shall terminate the User’s access to their iSoftli account, the account itself and the data residing therein, and User will lose access to all of the data, information and content related to User’s use of the Service(s) or User’s account or stored in, on or with the Service(s) or User’s account subsequent to or in relation to User’s use of the Service(s) or account, or any other information associated with User’s account, and all of user’s data and content will be deleted from our systems immediately upon cancellation of your account. This content cannot be recovered once your account is cancelled. iSoftli is not liable for any loss or damage following, or as a result of, cancellation of your account, and it is user’s responsibility to ensure that any content or data which you require is backed-up or replicated before cancellation. Some provisions of this Agreement are meant to survive termination; for example, the terms regarding ownership of the Intellectual Property Rights in and to the services, the section where is explained that the Products or Services are provided “AS IS,” and the section where iSoftli limits its liability to User. The provisions that a reasonable person would assume are meant to survive termination, including the examples above, will survive termination.
12. Technical support and malfunctions
Some parts of the Service or Products may be unavailable to User, depending on the purchased Service and Products. iSoftli is constantly working to improve the Service or Products and iSoftli can make changes to the Service or Products at any time (including discontinuing certain parts of the Service or Products). If User does not like the changes, the only remedy is to stop using the Service or Products. If iSoftli decides to permanently stop offering the Service or Products entirely, it will inform User 30 days in advance. iSoftli will try to promptly address (during normal business hours) all technical issues that arise on the Website or in connection with the Services. However, iSoftli will not be liable for any loss suffered as a result of any partial or total breakdown of the Website and Services, or any technical malfunctions resulting in an inability to use the Services (either in whole or in part).
13. Third Party Services and Websites
User may be offered services, products and promotions provided by third parties and not by iSoftli. If User decide to use these third party services User will be responsible for reviewing and understanding the terms and conditions associated with these services. User agrees that iSoftli is not responsible for the performance of these services. The iSoftli Service and Products may contain links to third party websites as a convenience to User. User agrees that accessing any such website at is at User’s own risk, and that the Website is not governed by the terms and conditions contained in this Agreement. iSoftli expressly disclaims any liability for these websites. User will be responsible for obtaining and maintaining any required third party hardware and/or software, including updates thereto. iSoftli shall not be responsible for the negligent, grossly negligent, or actions or inactions of any third party. Furthermore this limitation shall apply even to those third parties that may have been certified pursuant to a iSoftli certification program or recommended or referred to User by iSoftli.
14. Limitation of liability
User agrees that the Service and Products are provided “as is.” Any use of the Service and Products is at User’s sole and absolute risk. In no event, will iSoftli and its processors, suppliers or its licensors (or their respective affiliates, agents, directors and employees) be liable for any direct, indirect, special, incidental, or consequential damages arising out of the use of or inability to use the Services or Products, errors in or loss of any data, even if iSoftli is advised of the possibility of such damages. Specifically, iSoftli is not responsible for any costs including, but not limited to, those incurred as a result of lost profits or revenue, loss of use of the software or services, loss of data, the costs of recovering data, any claims by third parties, or for other similar costs. iSoftli will in no case be liable for unlawful or improper use of the Services or Products, of for any manipulation or modification of the Services or Products and their software. Without prejudice to the above, the liability of iSoftli will in any case be limited to the total amount of the subscription fees paid or payable by User for the last three (3) subscription periods preceding the event that led to such liability. iSoftli will in no case be liable for unlawful or improper use of the Products, of for any manipulation or modification of the Products and Services and their software. iSoftli does not warrant that: (a) the Services will meet your specific requirements; (b) the Services will be uninterrupted, timely, secure, or error-free; (c) the results that may be obtained from the use of the Services will be accurate or reliable; (d) the quality of any products, services, information, or other material purchased or obtained by you through the Services will meet your expectations; or (e) any errors in the Services will be corrected. You acknowledge that iSoftli may use third party suppliers to provide necessary hardware, software, networking, connectivity, storage and related technology required to provide the Services. The acts and omissions of those third party suppliers may be outside of iSoftli’s control, and iSoftli does not accept any liability for any loss or damage suffered as a result of any act or omission of any third party supplier. On behalf of itself and such third party suppliers, iSoftli excludes any other warranties that may be implied or otherwise apply under statute or otherwise under applicable law, to the maximum extent permitted by law. User acknowledges and agrees that sharing of its account information, login information or passwords shall be at its sole and absolute risk and that iSoftli shall not be liable for any damage arising as a result of such sharing. User will indemnify, hold harmless and upon iSoftli’s request, defend iSoftli against any claims, liabilities and expenses (including court costs and reasonable attorney’s fees) arising from the acts of omissions of User, User’s employees or agents, including, without limitation, any provision of warranties or contractual rights to consumers or end users in excess of those set forth in this Agreement. User is responsible for all user data, and for User’s activity in connection with the Products or Services. User shall indemnify and hold harmless iSoftli (and its affiliates), and each of its (and its affiliates) respective employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from (a) User’s use or misuse of the Products or Services; (b) User’s access of or to any part of the Products or Services; (c) any user data; or (d) User’s violation of this Agreement or any additional terms User agrees to with iSoftli.
The Services, the Website, any other iSoftli Software and the Products are provided without warranties of any kind, either express or implied, including, without limitation, implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. iSoftli and its processors, suppliers or its licensors (or their respective affiliates, agents, directors and employees) do not make any warranty that (a) the Services or Products are free of viruses or other harmful components; (b) the Services or Products will be error-free or uninterrupted (including, without limitation, interruptions that occur in the context of regularly scheduled maintenance); (c) any information or advice obtained by User in connection with the Services or Products will be accurate or complete. iSoftli makes no warranty of any kind as to the suitability or adequacy of the Services or Products for a particular purpose or non-infringement. The hardware and hardware-supplies are provided with warranties according to Belgian Law. If User represents a company, iSoftli provides 1 year warranty for the hardware (unless mentioned otherwise on the invoice) Some countries do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, therefore, the foregoing limitations shall not apply to the extent that they are prohibited by User’s local applicable law.
All Fees are exclusive of all taxes, and the User indemnifies and holds iSoftli harmless against any claims by any tax authority for any underpayment of any sales, use, goods and services, value added or other tax or levy, and any penalties and/or interest.
Each User will be responsible for all activity that results from its use of the Services. iSoftli disclaims any and all liability in relation to each Users’ use of the Services, and will not be held accountable if a User suffers any loss or damage as a result of its use of the Services, including (but not limited to) any loss or damage resulting from: (a). any downgrade of the Services that Users may opt for through the Website; and (b). the cancellation of any User’s account.
Users are responsible for maintaining the security of their account and password on the Website. iSoftli will not be liable for any loss or damage that may result from any failure to keep User names and passwords secure. iSoftli makes efforts to keep content uploaded by Users secure, but will not be liable for any loss or damage that may result from any breach of security, or any unauthorised access or use of that content.
19. Governing Law.
This agreement is governed exclusively by and construed according to the laws of Belgium. The parties submit to the exclusive jurisdiction and venue of the competent courts in Hasselt, Belgium where any dispute will be brought in the Dutch language, without prejudice to iSoftli’s right to bring suit against User before the court that would be competent in the absence of this clause.