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Terms of Service

This is an Agreement (“Agreement”) between “Smartify” means Smartify, a Dutch corporation (kvk 51164086), with headoffice at Dr. van Campenstraat 15, 4811RH, Breda, The Netherlands, and the entity agreeing to the terms herein (“Participant”, “You”, “you” or “Customer”). By using or accessing any part of the Service, you agree that you have read, understand, and agree to be bound by all of these terms and conditions. If you do not agree to all of these terms and conditions, you must not use or access the Service. If you are entering into this Agreement on behalf of a company, you represent that You have the authority to bind that company to the terms of this Agreement.

1. Description of Service

Smartify provides a Process design software as a web service named Procesify (herein after referred as “Service” or “Services”). The Service is offered and provided subject to the terms and conditions of this Agreement. Customer shall connect to the Service using any Internet browser supported by the Service. Customer is responsible for obtaining access to the Internet and the equipment’s necessary to access the service

2. Modification of Terms of Service

Smartify reserves the right to update and change the Terms of Service from time to time and the updated version will be published on our website at https://www.procesify.nl/terms/. Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to this Terms of Service. You may terminate your use of the Services if the Terms are modified in a manner that substantially affects your rights in connection with use of the Services. Your continued use of the Service after any such changes shall constitute your consent to such changes. You can review the most current version of the Terms of Service at any time at https://www.procesify.nl/terms/.

3. Restrictions on Use

In addition to all other terms and conditions of this Agreement, you shall not: (i) transfer or otherwise make available to any third party the Services; (ii) provide any service based on the Services without prior written permission; (iii) use the Services for spamming and other illegal purposes; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

4. Payment, Refund and Subscription terms

  1. The Service is billed on a monthly and annual basis. The amount billed is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds.
  2. Information on the subscription options and charges for all paid Services is available in the pricing pageof our website.
  3. Smartify reserves the right to change the subscription fee from time to time
  4. Smartify reserves the right to remove the “Free Plan” and / or charge for the “Free Plan”.
  5. In case of non-payment for any reason or any violation of these terms, Smartify shall be entitled – without liability – to immediately bar Customer’s access to the Service.

5. Data ownership & Privacy

  1. Smartify does not own any Customer Data. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all Customer Data.
  2. Smartify shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data.
  3. Solely and only for the purpose of providing the services to you, you grant Smartify royalty free, worldwide permission to access, copy, distribute, store, transmit, reformat, display and perform the content of your account.
  4. Personal information you provide through the Service is governed by our Privacy Policy. Your election to use the Service indicates your acceptance of the terms of our Privacy Policy.
  5. You hereby consent that, Smartify may identify You as customer of the service (using Your name and logo) and generally describe the products or services it provides to You in its promotional materials, presentations, press releases and proposals to other current and prospective customers.
  6. If Customer does not renew the subscription for the Service, Smartify may delete the customer account and all of the Customer Data. Please note that some information like billing and subscription may remain with us for accounting and legal reasons. Additionally, Customer Data may remain with us for the period of 90 days beyond which it is completely deleted.

6. Data ownership & Privacy

Confidential Information of the Customer shall mean all business and technological information of Customer and shall include the Customer Data. Confidential Information of Smartify shall mean the Services other than the Customer Data. Confidential Information shall not include any information which is in the public domain (other than through a breach of this agreement), which is independently developed by the recipient or which is received by a third party not under restriction.  The recipient will not disclose the Confidential Information, except to affiliates, employees, agents, professional advisors or third party vendors who participate in the provision of the Services hereunder who need to know it and who have agreed to keep it confidential.  The recipient will ensure that those people and entities use the received Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to keep it confidential. The recipient may also disclose Confidential Information to the extent required by an order of a government entity of appropriate jurisdiction; provided that the recipient uses commercially reasonable efforts to promptly notify the other party of such disclosure before complying with such order.

7. General Account Terms

  1. Access to the Service is only available to the Customer and the Users to whom the Customer grants access, subject to the Customer making the applicable payments for the Service under this Agreement.
  2. Usernames and passwords are personal, and are to be considered part of Confidential Information of Customer. The Customer is at all times fully liable for all acts and omissions by Users whom the Customer has granted access and agrees to indemnify Smartify for all claims and losses related to such acts and omissions.
  3. Customer may not use the Service for any illegal or unauthorized purpose. Customer must not, in the use of the Service, violate any laws in customer jurisdiction (including but not limited to copyright laws).
  4. Smartify may make updates to the Service from time to time as per market demands.
  5. Customer is responsible for all taxes and Customer will pay Smartify for the Services without any reduction for taxes. If Smartify is obligated to collect or pay taxes, the taxes will be invoiced to Customer.
  6. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other’s content or any of the other’s intellectual property.  As between the parties, Customer owns all Intellectual Property Rights in Customer Data and Smartify owns all Intellectual Property Rights in the Service.

8. Warranty and Disclaimer

  1. Smartify will at all times reasonably attempt to achieve the highest possible availability and shortest possible access time of the Service, but no warranties of any kind, regarding any specific availability or time of access are granted.
  2. Smartify agrees to defend, indemnify, and hold harmless Customer, its Affiliates, and their respective, officers, directors, employees, agents, representatives and contractors from and against any claims, actions, demands, liabilities and expenses, including, without limitation, damages, other monetary relief, expert fees, costs and reasonable legal fees, alleging or resulting from any claim that the Services infringe upon the intellectual property rights of whatever type or form of any third party.
  3. Smartify is not responsible for any delays, delivery failures, or other damage resulting from limitations, delays, and other problems inherent in the use of the Customer provided internet and electronic communications.
  4. Except as otherwise provided herein, the Service is provided on an “AS IS” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of title, merchant-ability, fitness for a particular purpose or non-infringement.
  5. Smartify makes no warranty that
    1. the Service is free of viruses or other harmful components;
    2. the Service will be error-free or uninterrupted (including, without limitation, interruptions that occur in the context of regularly scheduled maintenance);
    3. any information or advice obtained by Customer in connection with the Service will be accurate or complete;
    4. the results of using the Service will meet Customer requirements.

Limitation of Liability

IN NO EVENT SHALL SMARTIFY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SMARTIFY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH SMARTIFY RELATED TO ANY OF THE SERVICES SHALL BE TERMINATION OF SUCH SERVICE. IN NO EVENT SHALL SMARTIFY’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE LAST 3 MONTHS FEES PAID BY YOU TOWARDS SUCH SERVICE

10. Privacy Terms

At Smartify, we respect our customers and users need for online privacy and protect any personal information that may be shared with us, in an appropriate manner. Smartify’s practice as regards use of customer personal information is as set forth below.  The following provisions are in addition to the confidentiality provisions set forth herein. In the event of a conflict between the provisions of this section and the confidentiality provision, the confidentiality provisions shall prevail.

  1. Information we Collect. Smartify collect information in two ways:
    • Information customer give us. Smartify collect information from google apps to provide better service to all our users – that includes first name, last name, email id and email group(s) each user belong to. This information is synchronized on a periodic basis and if the user is deleted or made inactive in google apps domain, we delete or deactivate the user in our application as well. Smartify do not collect passwords or store documents in our application.
    • Information we get from customer use of our service. Information we get from customer use of our service. Smartify may collect information about the service that customer use and how customer use them, like when customer visit the application or when customer used a specific feature. Our logging system automatically collects information like the internet protocol address, browser type, browser language, referring URL, features accessed, errors generated, time zone, operating system information and other such information that is transmitted in the header of the user’s HTTP request and stores in log files. Smartify use these log files to analyze trends, administer and improve the application. Smartify don’t collect or store application or user specific data as part of logs.
  2. How we use information we collect Smartify use the information for the following general purposes: service provisioning, billing, identification and authorization, service improvement, and research. When the Customer contacts Smartify, we may keep a record of customer communication to help solve any issues customer might be facing.

Security of customer data Smartify adopt industry appropriate data collection, storage and processing practices and security measures to protect against unauthorized access, alteration, disclosure or destruction of customer personal information and data stored in customer user account. Smartify shall ensure that it receives similar commitments from its vendors used to provide the Services hereunder. Smartify will provide notification to Customer as soon as reasonably practical after a breach of such security which may impact Customer Data. Access to customer name and email address is restricted to our employees who need to know such information in connection with providing Smartify service to customer and are bound by confidentiality obligations. Smartify does not sell the personally identifiable information customer provide for financial gain nor does Smartify share such information with third parties for the purpose of sending customer advertisements for products or service unaffiliated with Smartify.

11. Governing Law & Jurisdiction

  1. Applicable Law; Venue. This Agreement is governed by the laws of The Netherlands (with regard to conflict of law principles), and, the parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Rotterdam.
  2. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement. The Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement regardless of when or where adopted.

Last updated: 30 March 2016