You agree to being bound by the following terms and conditions related to the use of the Website and Content and related Planon’s Privacy Statement as well as the Privacy and User Acceptance Policy of Showpad (“Use and Privacy Terms”), date: 25 October 2019.
1.1. Terms which are capitalized in these Use and Privacy Terms have the following meaning:
(a) ‘Content’ means all information, data, recommendations or services provided to You through the Website;
(b) ‘Confidential Information’ means all information pertaining to Planon and/or to a Partner, except such information that You can demonstrate in writing which: (a) was known to You without restriction before receipt from Planon or the Partner; (b) is publicly available through no fault of You; (c) is rightfully received by You from a third party without a duty of confidentiality; or (d) is independently developed by You.
(c) ‘You’ means each person or entity that accesses or uses the Website;
(d) ‘Partner’: an entity that Planon has appointed to market, promote or re-sell (software) services of Planon;
(e) ‘Planon’, ‘we’ or ‘us’ means Planon International B.V., Planon B.V., Planon Ltd., Planon Building Management B.V., Planon Shared Services B.V., Planon GmbH (DE), Planon GmbH (AT), Planon CAFM GmbH, Planon Corp., Planon France SAS, Planon Canada Inc., Planon Software Services Pvt Ltd., Planon Asia Pte Ltd., Planon Hong Kong Ltd., Planon Nordics AB and Planon N.V., which are all members of the Planon Group;
(f) ‘Intellectual Property Rights’ means all intellectual property rights, including copyrights, patents, utility models, trademarks, service marks, design rights, database rights, proprietary information rights, know-how and all other intellectual or industrial proprietary rights as may hereinafter exist anywhere in the world;
(g) ‘Website’ means the website and/or web application, and any other website or domain that are made available by Planon directly or indirectly to You.
2.1. The Website and Content are property of and/or managed by or on behalf of Planon or its licensors or contractors or its Partners. These Use and Privacy Terms apply to your access to and use of the Website and the Content.
2.3. Planon reserves the right to change these Use and Privacy Terms at any time. Such amended Use and Privacy Terms shall be effective upon publication but shall not have retro-active effect. Planon encourages You to frequently review the Use and Privacy Terms to ensure Your awareness of all the terms governing the Website and the Content. If You does not agree with the revised Use and Privacy Terms, You should stop accessing or using the Website and/or Content. Your continued use of the Website and Content will confirm your acceptance of the revised Use and Privacy Terms.
3. Privacy Policies
Planon’s Privacy Statement as well as the Privacy of Policy of Showpad apply to the collection and processing of personal data in the context of Your use of the Website and/or Content. The Website and/or Content may provide links to external internet sites. Planon shall not be liable for the use or the content of internet sites that link to the Website and/or Content or which are linked from it.
4. Confidential Information
4.1. Planon or a Partner intends to possibly enter into a business transaction with you (the “Purpose”). As part of this Purpose, Planon or a Partner may disclose to you certain Confidential Information.
4.2. All Intellectual Property Rights in or related to the Website or the Content remain vested in Planon, its licensors or its Partners. Planon grants You a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Website and the Content solely for the Purpose and for internal business use within your organisation you work for and in accordance with these Use and Privacy Terms. You may share Confidential Information with your colleague(s) who need to know it for the Purpose and if they have agreed with You in writing to keep information confidential under conditions at least as restrictive as those contained herein, provided that any breach by any of the aforementioned thirds of such conditions shall be deemed a breach by the You of this Agreement. Except as stated previously, You agree to hold the Confidential Information in strict confidence, to prevent the unauthorized use, dissemination or publication of the Confidential Information and not to disclose the Confidential Information outside Your organization.
4.3. The Confidential Information disclosed under this Agreement is delivered “as is” and all representations or warranties are hereby disclaimed.
5. Applicable Law and Jurisdiction
5.1. These Use and Privacy Terms will be governed exclusively by the laws of the Netherlands.
5.2. If You are located in the European Union the parties irrevocably consent to the exclusive jurisdiction of the competent court in Arnhem, the Netherlands in connection with any dispute or action arising out of or in connection with these Use and Privacy Terms, the overall relationship between the parties (if any), as well as any tort claims related to the Use and Privacy Terms.
5.3. If You are located outside the European Union the parties irrevocably consent to settle any dispute or action arising out of or in connection with these Use and Privacy Terms, the overall relationship between the parties (if any), as well as any tort claims related to the Use and Privacy Terms, in accordance with the Arbitration Rules of the Netherlands Arbitration Institute. The place of arbitration shall be Nijmegen, the Netherlands and the proceedings shall be conducted in the English language.
6. Additional Terms
6.1. If any provision of the Use and Privacy Terms is held to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced by a valid, enforceable provision that most closely matches the intent of the original provision and the remaining provisions shall be enforced.
6.2. Planon may assign its rights and obligations under these Use and Privacy Terms. These Use and Privacy Terms will inure to the benefit of Planon’s successors and assigns.
6.3. The failure of either party to insist upon or enforce the strict performance of the other party with respect to any provision of the Use and Privacy Terms, or to exercise any right under the Use and Privacy Terms, will not be construed as a waiver or relinquishment to any extent of such party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.