TERMS AND CONDITIONS FOR LEXOR PLATFORM
Updated on March 31, 2020
THESE TERMS AND CONDITIONS OF USE OF THE LEXOR PLATFORM (HEREINAFTER REFERRED TO AS “TERMS”) HAVE TO BE ACCEPTED BEFORE ACCESSING OR USING ANY “LEXOR SOFTWARE” (HEREINAFTER REFERRED TO AS “LEXOR PLATFORM”). THESE TERMS GOVERN THE ACCESS AND USE OF THE LEXOR PLATFORM VIA THE INTERNET, OFFERED TO USERS BY FLEXSOFT NV, WITH REGISTERED OFFICE IN BELGIUM, 9051 BE-GENT, TWAALFAPOSTELENSTRAAT 20 AND REGISTERED IN THE CROSSROAD BANK OF ENTERPRISES UNDER NUMBER 0873.414.031 (HEREINTERAFTER REFERRED TO AS “FLEXSOFT”, “WE”, “US” OR “OUR”).
! PLEASE READ THESE TERMS CAREFULLY BEFORE OBTAINING ACCESS TO AND USING THE LEXOR PLATFORM. BY USING THE LEXOR PLATFORM, YOU EXPLICITELY AGREE TO UNDERSTAND AND TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT INSTALL OR USE THE LEXOR PLATFORM !
1. USER CONDITIONS
1.1 Flexsoft developed the Lexor Platform which offers automatic time registration by tracking time spent and allocating it to the relevant case based on machine learning and AI technology. This eliminates time-consuming administration and provides insights in the return/profit down to an individual case level.
1.2 These Terms apply to you regardless of how you have accessed the Lexor Platform.
1.3 We reserve the right, in our sole discretion, to change, modify, add or remove these Terms or parts of it at any time. Your rights under these Terms will be subject to the most current version of these terms, accessible and available on the Lexor Platform. Changes to the Terms will be communicated to you via e-mail or via a pop-up, as appropriate given the particular circumstances.
2.1 You must have an existing, current and valid Office 365 account in order to access and use the Lexor Platform. You have to register as a User on the Lexor Platform. The Lexor Platform runs on Microsoft Azure and shall ask for your consent to integrate with your Office 365 applications. Via the integration with your Office 365 account, we can track and allocate your activities. We will only use the personal data of Users for the purposes for which we have this data at our disposal, and in a manner that is in accordance with these Terms and our privacy statement.
2.2 Your password protects your user account. You are solely responsible for the activities on your account and for maintaining the confidentiality and security of his password and all additional identifying information required for the use of the Lexor Platform.
3. RIGHT TO ACCESS AND USE
3.1 Unless otherwise specified, we grant you a non-exclusive, non-transferable, limited, revocable right to access, use and display our Lexor Platform and the material provided hereon, provided that you comply fully with the provisions of these Terms. All of our rights not expressly granted under there Terms are retained.
4. INTELLECTUAL PROPERTY
4.1 You acknowledge that the Lexor Platform contains information, processes, technical features, modus operandi, software, photos, videos, texts, graphics, music, sounds, questions, creative suggestions, messages, comments, feedback, ideas, recipes, notes, drawings, articles and other materials (hereinafter jointly referred to as “Content”) that are protected by intellectual proprietary rights, including but not limited to, copyrights, data base rights, patents, trademarks, design and models, trade secrets, proprietary rights in know-how, confidential information, design rights and/or applications and/or other proprietary rights and that these rights (whether registered or unregistered) are valid and protected in all forms, media and technologies existing now or hereafter developed. For your information, a patent application has already been filed.
4.2 In any case, Flexsoft is and will continue to be the owner or licensee of these rights as a result of which all Content is copyrighted under applicable copyright laws (and Flexsoft owns a copyright in the selection, coordination, arrangement and enhancement of such Content). In addition, all trademarks appearing on the Lexor Platform are trademarks of their respective owners. Our commercial partners, suppliers, advertisers, sponsors, licensors, contractors and other third parties may also have additional proprietary rights in the Content which they make available on the Lexor Platform.
5. PAYMENT TERMS
5.1 Flexsoft will provide you an online quote for using the Lexor Platform, which shall include the functionalities of the Lexor Platform and the fees to be paid by you to use the Lexor Platform. We note that if additional (consultancy) services should be provided on your request, Flexsoft may provide you an additional customized quote.
5.2 All fees for your use of the Lexor Platform will be invoiced in full by Flexsoft upon your acceptance of the quote. Except as otherwise provided for in the customized quote, invoices for additional (consultancy) services will be submitted by Flexsoft to you at milestones defined in the customized quote. Payments shall be due net thirty (30) days from date of the invoice. You shall pay Flexsoft an interest at one percentage (1%) per month, compounded annually on any undisputed payment not made within thirty (30) days of date of invoice and will immediately by way of law, without prior written notice and without prior court intervention pay an indemnification equal to ten percent (10%) of the invoiced sum. You shall be responsible for and shall pay all sales and use taxes imposed by any governmental entity such as VAT, including interest and penalties thereon.
6. PROHIBITED USE
6.1 You acknowledge that the proprietary rights in the Content are owned by Flexsoft (or its licensees), and from this point of view, you may not modify, copy, sublicence, lease, sell, publish, transmit, adapt, enhance, (re)distribute, perform, reverse engineer, assign, disassemble, decompile, participate in the transfer or sale, create derivative works of, or in any way exploit, any of the Content, in whole or in part. When Content is downloaded to your device, you do not obtain any ownership interest in such Content. Modification of the Content or use of the Content for any other purpose, including, but not limited to, use of any Content in printed form or on any website, app or networked computer environment is strictly prohibited, unless you receive our prior written consent. You also need Flexsoft’s prior written consent to make a hyperlink to our website and/or the Lexor Platform.
6.2 You undertake not to take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Lexor Platform or that attempts to interfere with the proper working of the Lexor Platform.
6.3 You will not perform any action with the intention of damaging the Lexor Platform through viruses, ‘worms’, defects, ‘Trojans’, ‘malware’, ‘spyware’ or items of a destructive nature.
6.4 You will not use the Lexor Platform in a manner that could harm a person or otherwise harm, defame, abuse, harass or threaten a person or encourage third parties to do so.
6.5 You will not use the Lexor Platform in a manner or for any purpose that is contrary to a law or other regulation, or for a transfer of data that is or may be illegal, defamatory, intimidating, invasive or harmful to the privacy of third parties, or contains viruses, or violates or may violate the intellectual property rights or other rights of Flexsoft, its licensors or other individuals or entities.
6.6 You will not attempt to gain access to reserved or protected parts of the Lexor Platform, to which he has not obtained explicit access.
7. LIMITED WARRANTY AND LIABILITY
7.1 To the fullest extent permitted by applicable law, Flexsoft disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, satisfactory quality and fitness for a particular purpose, compatibility, security, or accuracy.
7.2 Use of the Lexor Platform is entirely at your own risk and may void warranty on your product. It is your own responsibility to take adequate precaution against possible damages resulting from the use of the Lexor Platform.. The Lexor Platform should under no circumstances be used on sensitive and/or valuable data. It is your own responsibility to back up your data.
7.3 In addition, to the fullest extent permitted by law, Flexsoft shall also not be liable for, or provide guarantees or warranties towards the Users regarding:
i. any damage resulting from technical problems encountered on the Lexor Platform, notably because of viruses, interruption of service, third party websites and/or apps to which the Lexor Platform link;
ii. any damage caused to your IT infrastructure and any loss of information resulting from the downloading of elements of the Lexor Platform;
iii. any damage resulting from interacting with the Lexor Platform;
iv. any damage relating to your use of the Lexor Platform, of which the main cause is a force majeure, facts or third parties which are not (solely and exclusively) under the control of Flexsoft;
v. any damage resulting, insofar as the financial information section is concerned, from material errors in the data and information on the Lexor Platform, and insofar the other sections are concerned, from any error in the data and information on the Lexor Platform;
vi. any damage resulting from errors you commit when using the Lexor Platform;
vii. any damage resulting from your own assessment of the data and information on the Lexor Platform;
viii. the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Lexor Platform and the related Content;
ix. the error-free and continuous use of the Lexor Platform or its compatibility in combination with other hardware, software, systems or data;
x. meeting the requirements or expectations of the User;
xi. the correctness, reliability and accuracy of the data stored.
7.4 In the event of infringement or suspected infringement, Flexsoft is entitled to take all necessary measures, to block or delete data, to block access to the User and / or to suspend or terminate the license, without the end user having any right to compensation.
7.5 Without limiting the foregoing, and to the maximum extent permitted by applicable law, Flexsoft is not liable for delays, service interruption, and other issues inherent in the use of the Internet and electronic communications or other systems beyond Flexsoft’s reasonable control.
7.6 These disclaimers apply to the fullest extent permitted by law. The duration of all legally required warranties, if any, is in any case limited to the legal warranty period.
7.7 You expressly understand and agree that (to the fullest extent permitted by law) we and our affiliates shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or any other damages whatsoever, including but not limited to lost profits, loss of business, loss of revenues, loss of data, any losses arising from or caused by the loss, interruption or corruption of data, etc. If you are dissatisfied with any portion of the Lexor Platform, or with any of these Terms, your sole and exclusive remedy is the discontinuation of your use of the Lexor Platform. Notwithstanding the foregoing, and to the maximum extent permitted by applicable law, you agree that, in no event shall damages for any and all claims hereunder by you exceed the total fees, paid by you to Flexsoft under this Agreement for the six (6) month period prior to the date such claim arose.
7.8 The User accepts that if one of its actions, intentionally and contrary to these Terms, disrupts the functioning of the Lexor Platform or damages the Lexor Platform, it must fully compensate Flexsoft for all costs to repair the affected systems, as well as for all damage suffered, both directly and indirectly (including but not limited to loss of profit, turnover, loss of customers and goodwill) suffered by Flexsoft as a result of such acts. The User must at least indemnify Flexsoft against all losses, expenses and all possible damages of any kind arising from such acts.
7.9 You agree that, to the extent permitted by applicable law, your sole and exclusive means for any problem or dissatisfaction with the Lexor Platform is to delete your account and to stop using the Lexor Platform.
8.1 You may train the Lexor Platform and give Flexsoft feedback about the Lexor Platform, without any compensation or reimbursement from Flexsoft, consisting of, without limitation, suggestions, comments or any other feedback, whether it is requested by Flexsoft or provided on a voluntary basis (“Feedback”). If you provide Flexsoft with any Feedback you agree that: (a) Flexsoft may freely use, disclose, reproduce, license, distribute and otherwise commercialize the Feedback in any part of the Lexor Platform, specification or other documentation; and (b) you will not give Flexsoft any Feedback (i) that you have reason to believe is subject to any patent, copyright, or other intellectual property claim or right of any third party; or (ii) that is subject to license terms that seek to require any Flexsoft product incorporating or derived from any Feedback, or other Flexsoft intellectual property, to be licensed to or otherwise shared with any third party.
8.2 If a User provides Feedback to Flexsoft, all such Feedback will be the sole and exclusive property of Flexsoft. The User hereby irrevocably transfers and assigns to Flexsoft and agrees to irrevocably assign and transfer to Flexsoft all of User’s right, title and interest in and to all Feedback, including all intellectual property rights therein.
9. LINKS TO THIRD PARTY WEBSITES AND/OR APPLICATIONS
9.1 Flexsoft may provide different types of links to other (third party) websites and/or applications which are not owned, controlled or operated in whole or in part by Flexsoft. The links to any such third party websites and/or applications are provided for your convenience and information only.
9.2 The content in any of these third party websites or applications is not under Flexsoft’s control, and if you decide to access any such website or application, you do so entirely at your own risk. The fact that Flexsoft provides a link to a third party website or application does not necessarily mean that Flexsoft endorses, authorizes or sponsors any such website or application or that it is affiliated with such third party. Any mention of a third party’s products or services which is provided for your convenience and information purposes only does not constitute an endorsement nor a recommendation of such products or services by Flexsoft.
10.1 These contract Terms shall commence after your acceptance of the quote and will continue to apply for the term you subscribed to use the Lexor Platform. Unless a Party notifies the other Party in writing or by cancelling the payment methods in the Lexor Platform, prior to each anniversary of the Terms of its intent not to continue the Terms, these Terms shall be automatically renewed and extended with one (1) year periods.
10.2 Flexsoft may terminate or suspend your access to the Lexor Platform at any time, with immediate effect and without prior written notice, in the event of your actual or suspected unauthorized use of the Lexor Platform and / or Content, or of non-compliance with the Terms.
10.3 If you or Flexsoft terminates the use of the Lexor Platform, or if Flexsoft suspends your access to the Lexor Platform, you agree that Flexsoft will have no liability or responsibility to you. You acknowledge and agree that (i) article 8 of these Terms remain in effect during and after termination of the agreement, and (ii) article 11 of these Terms remain in effect during the agreement and for a period of 20 years after its termination.
10.4 The User’s rights with respect to the Lexor Platform will in any event expire upon the generally available commercial release of the Lexor Platform.
10.5 This component will be enforced to the extent permitted by applicable law.
11.1 The Lexor Platform, any Content, any information relating to progress and results, the Feedback, any product-related information and any other proprietary technology or know-how provided to you in whatever form by Flexsoft through the Lexor Platform or in connection with testing and evaluation of the Lexor Platform is confidential (“Confidential Information”).
11.2 You will keep, and ensure that any and all persons, firms, companies or organizations associated with you keep, all Confidential Information confidential and not disclose it to any person, unless permitted under this clause. This confidentiality obligation does not apply to the disclosure of Confidential Information which: (a) is or comes into public domain, except through breach of the confidentiality obligation under this clause; (b) comes lawfully into your possession from a third party who is not bound by a confidentiality obligation relating to such Confidential Information; (c) is required to be disclosed by any court of competent jurisdiction or any competent judicial, governmental, supervisory or regulatory body, or any law, provided that you will promptly notify Flexsoft in writing, or (d) is disclosed by you with prior written consent of Flexsoft.
12. GOVERNING LAW AND CHOICE OF FORUM
12.1 These Terms shall be governed by and construed in accordance with the laws of Belgium, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to your use of the Lexor Platform or these Terms shall be filed only before the Courts of Gent (Belgium) and you hereby consent and submit to the personal jurisdiction of such court for the purposes of litigating any such action.
13.1 Entire agreement. – These Terms contain the entire agreement between the parties with respect to the subject matter of these Terms, and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter. These Terms may be amended only by a written addendum or amendment duly signed by both parties. You acknowledge that in agreeing to these Terms you have not relied on any representation, warranty or other assurance except those set out in the Lexor Platform.
13.2 Severability. – If any provision of these Terms or portion hereof is determined by a court of competent jurisdiction, or declared under any law, rule or regulation of any government having jurisdiction over the parties hereto, to be invalid, illegal or otherwise unenforceable, then such provision will be construed to give effect to its intent to the maximum extent permissible under applicable law.
13.3 Assignment. – Flexsoft may assign, transfer or convey its rights and obligations under these Terms with notice to you, but without your consent. You may not assign, transfer or convey your rights and obligations under these Terms without prior written consent by Flexsoft which shall not be withheld unreasonably.
13.4 Subcontracting. – You hereby agree that Flexsoft may subcontract any part of the services under these Terms to a subcontractor. Flexsoft shall only appoint subcontractors who provide sufficient guarantees to implement appropriate technical and organizational measures to ensure that the processing will meet the standards of the GDPR.