LICENSE CONDITIONS REASSURE

These pages contain the license conditions of REASSURE B.V., listed in the Trade Register of the Chamber of Commerce under number 58096973.

These conditions are applicable to the Software-as-a-Service (SaaS) services provided by Reassure to a Client under the name Reassure and are an inextricable part of the Agreement between Reassure and Client. These License Conditions apply in addition to the Terms and Conditions. In case of any possible contradictions between the Terms and Conditions and the License Conditions, the provisions stipulated in these License Conditions prevail over the Terms and Conditions.

1. Definitions

1.1 In these conditions is intended by:

  1. Terms and Conditions: the terms and conditions of Reassure, the Conditions and the Conditions of Third Parties that are an inextricable part of the Agreement and of which Client has received a copy before conclusion of the Agreement;
  2. Third Parties: other natural persons or legal entities than Parties;
  3. Services: the provision of the Software and the delivery for this purpose of maintenance and control services by Reassure;
  4. License: the non-exclusive, non-transferable and non-sub-licensable right of use of the Client of the Software during the Agreement;
  5. License Conditions: the License Conditions described in these conditions;
  6. Software: the software provided by Reassure as a part of the Services to Client, in broad lines consisting of a management portal and a customer portal;
  7. Update: a modification to the Software deemed necessary by Reassure;
  8. Upgrade: a functional modification by Reassure of the (entire) Software, in the sense of a (completely) improved/ expanded/new version (release);
  9. Fee: the sum owed by Client to Reassure for the purchase of the Services;
  10. Third-party Conditions: the possible supplemental conditions - such as, though not solely, the
    License Conditions - that are applicable to (the use of) the Software and the Services.

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2. Scope right of use Software/License

2.1
Reassure hereby grants Client the License and grants Client the non-exclusive, non-transferable and non-sub-licensable right to deploy the Services, in accordance with the Agreement and the Terms of Conditions, for the purpose of the business operations of Client. Client guarantees that he will not use the Software for other purposes than those stipulated in the Agreement and the Terms and Conditions.

 

2.2
Client does not have the right to make available the Services and the Software - in any manner whatsoever - to Third Parties, unless prior written permission was granted for this by Reassure. If Reassure establishes with Client that Third Parties may make use of the Services and the Software, Client hereby guarantees that all conditions that are stipulated in the Agreement and the Terms and Conditions are also effective for and are observed by the Third Parties. Client continues to guarantee correct compliance with the Agreement and the Terms and Conditions vis-a-vis Reassure, also by these Third Parties, as if it regarded the own obligations of Reassure.

 

2.3
Reassure has the right to control the application of the License and at own discretion to immediately halt the License. Client renders his full assistance to such effect. Under no circumstance does Reassure owe any compensation to Client in connection with the discontinuation of the License.

 

2.4
Client is aware that third-party rights may be incorporated in the Software, to which Third-party Conditions apply. The Third-party Conditions that are effective in addition to the Agreement and the Terms and Conditions may impose further obligations and restrictions in the matter of the use of the Software and/or the Services and in such case apply as an addition to the Terms and Conditions. Client has read and understood the Third-party Conditions and agrees with them. The Third-party Conditions may be modified from time to time. The Client is subject to the obligation to remain informed of any possible changes to the Third-party Conditions.

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3. The Services

3.1
Reassure has the right at all times to apply changes to the Services and the Software. Reassure strives to inform Client of intended changes beforehand in writing (also meaning electronically).

 

3.2
Reassure will provide Updates when they become available to Client via the Services without any additional charges. In derogation to the preceding, Reassure has the right to change the Fee unilaterally at the moment a substantial change to the Services pertains, all matters at the direction of Reassure. Client already presently grants his consent for the event of such a change to the Fee.

 

3.3
In case of a change or a transfer to a new version of the Software, Reassure is not obliged to maintain certain functionalities or characteristics of the previous Service(s) and/or Software specifically for Client.

 

3.4
If Client proceeds with the purchase of an Upgrade, Parties will enter into a new Agreement with the Terms and Conditions effective at such time - also including the (new) Fee - with respect to that Upgrade.


3.5
Reassure has the right at all times to investigate whether Client uses the Software in a manner that corresponds with the conditions of the Agreement and the Terms and Conditions and the applicable legislation and regulations. Client commits himself upon first request of Reassure to collaborate with such an audit.

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4. Responsibilities Client

4.1
Client guarantees that he will use the Services and the Software in accordance with (the purpose of) the Agreement, the Terms and Conditions, and the applicable legislation and regulations.

 

4.2
Client guarantees that he will not give the Software (i) in use to third parties, nor will use it for the benefit of third parties, (ii) he will not change or adapt it, (iii) will not reconstruct the source code by way of reverse engineering, and (iv) will not remove any indication regarding copyrights, brands, trade names, or other rights of (intellectual) property.

 

4.3
Client guarantees that he exclusively uses the login data provided to him by Reassure in accordance with the Agreement and the Terms and Conditions. The login information is secret and without the prior written consent of Reassure may not be shared by Client with Third Parties.

Client guarantees that he will follow the authentication methods prescribed by Reassure at all times.

 

4.4
In connection with the nature of the Services and the Software - whereby Client, among other matters, implements or concretizes the portal as a part of the Software and the processes integrated therein himself - Client is responsible himself for the constant control of the correctness of those processes and for the taking of security measures. Reassure is not liable for any possible consequences of the incorrect implementation of such processes.

 

4.5
Client is responsible himself for taking out a (professional and/or business) liability insurance and/or a cyber insurance or not in order to insure the consequential damage of cyber incidents.

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5. Service Level Agreement

5.1
Reassure will do what is reasonable and what lies within its powers to ensure the best possible availability of the Software. If Client wants a specific service level agreement, Parties must further establish such in writing.

 

5.2
Reassure has the right without any prior announcement to block access to the Software to carry out (maintenance or other) activities on the Software or to resolve other (emergency) cases, all matters at the discretion of Reassure. In such case, no shortcoming obtains on the part of Reassure and Client is not entitled to compensation of damages and/or costs. Reassure strives to keep the activities to be conducted to a minimum and strives to inform Client beforehand of such measures.

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6. Termination of the Agreement

6.1
If Client does not act in accordance with the provisions from the Agreement and/or the Terms and Conditions, Reassure has the right, after default notice with due observance of a reasonable term (unless Client has fallen into default legally), to suspend its obligation(s) that flow from the Agreement and/or to immediately rescind the Agreement completely or in part without Reassure being obliged to provide any compensation (of damages) and/or (refund) payment.

 

6.2
After the end of the Agreement, Client is obliged to cease the use of the Services and to keep it ceased and to let any possible third parties cease and keep ceased the use of the Services. Client guarantees that the third parties will cease and keep ceased the use of the Services. Any use of the Services and/or Software after the end of the Agreement by Client is considered a breach of the intellectual property rights of Reassure.

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