FeedbackFruits B.V. (“FeedbackFruits”), or if applicable, an Authorized Reseller (as defined below), is providing the Services in accordance with the terms and conditions set out herein (“Terms of Service”). By using the Services, you accept and agree to all the terms and conditions of the Terms of Service, including those additional terms and conditions and policies referenced herein and available by hyperlink.
Unless agreed otherwise in the Order Form:
We may update these Terms from time to time; you should check this page regularly to take notice of any changes. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the changes.
3.1. Subject to the Customer having an active agreement for purchasing the Services and to the User complying with the requirements under the Terms of Service, FeedbackFruits grants to User a non-perpetual, non-exclusive, non-transferable right, without the right to grant sublicenses, to use the Services for the duration of the Customer’s agreement for purchasing the Services.
3.2. Rights or licenses not expressly granted by the Terms of Service shall not arise by implication or otherwise, and are hereby expressly reserved by FeedbackFruits.
4.1 User acknowledges that the Services may include third party software, products, or services (“Third Party Services”) and that the use of Services is subject to the ongoing validity and compliance with the applicable third party service terms of use. Termination, suspension or any unavailability of the Third Party Services is at User’s own risk and User acknowledges that FeedbackFruits shall have no liability or obligations arising out of any such termination, suspension or unavailability.
4.2 Pursuant to clause 4.1 of the Terms of Service, User acknowledges that the provision of the Services makes use of the YouTube API Services, and agrees to be bound by the YouTube Terms of Service (available at: https://www.youtube.com/t/terms) and the Google Privacy Policy (available at: https://policies.google.com/privacy).
5.1. User acknowledges and agrees that FeedbackFruits (and/or its licensors) own all IP Rights in or connected to the Services. Neither Customer nor any User will acquire any ownership of any IP Rights in the Services or the Tools, including but not limited to use cases, learning journeys, workflows or other learning solutions, by virtue of these Terms of Use, the permissions granted hereunder or any other agreement or arrangement.
5.2. Any and all IP Rights acquired and/or developed and/or implemented by FeedbackFruits, whether developed solely by FeedbackFruits, jointly by parties or solely by Customer's employees or contractors, the User and/or any (User) data generated during, as a result of, or in connection with the provision of the Services to Customer and/or the Users, shall solely belong to FeedbackFruits, and User hereby waives any and all rights in respect of such IP Rights. User hereby irrevocably assigns and transfers to FeedbackFruits any and all ownership rights and title to such IP Rights in advance. User shall execute such documents and take such steps as FeedbackFruits may reasonably require to give effect to this clause 5.2.
5.3. All right, title, and interest (including all IP Rights) in and to the Customer Material uploaded by Customer and/or Users of the Tools shall be owned by Customer and/or User, as applicable.
5.4. FeedbackFruits may collect and disclose anonymized information about User’s use of Services. User hereby grants to FeedbackFruits a perpetual, non-cancellable, worldwide, royalty-free, non-exclusive right to utilize any anonymized data, information or material provided by Users during their use of the Services for any legitimate purpose, including the right to sublicense such data to third parties, subject to all legal restrictions regarding the use and disclosure of such information.
To the fullest extent permitted by applicable law, User agrees to be solely responsible and to indemnify and hold FeedbackFruits liable for any loss arising out of:
7.1. To the fullest extent permitted by applicable law, FeedbackFruits does not make any warranties or representations, and hereby specifically disclaims any and all warranties and representations of any kind with respect to (a) (the availability, operation, performance and/or use of) the Services, or any other information and materials on or accessed via the Services, (b) satisfactory quality, fitness for a particular purpose or use, adequacy, accuracy, timeliness, availability or completeness of the Services, or any other information, content or materials accessible via the Service (c) the Services being uninterrupted, secure, or free of errors, viruses, or other harmful components. The Services and all components thereof, and any other information, content or Materials contained in or accessed via the Services, are provided on an "as is" and "as available" basis
7.2. To the extent permitted by applicable law, neither FeedbackFruits nor any of our affiliates or licensors will be liable for any indirect, incidental, special, consequential, or exemplary damages, including damages for loss of profits, goodwill, use, or data or other losses, even if FeedbackFruits has been advised of the possibility of such damages. Nothing in this Agreement excludes the liability of either party for intent or gross negligence. The aggregate contractual and non-contractual liability on the part of FeedbackFruits arising out of or in connection with the Agreement shall be limited to EUR 100.
7.3. Any failure on FeedbackFruits’ part to enforce a provision is not a waiver of the right to do so later.
To the fullest extent permitted by applicable law, User shall indemnify and hold FeedbackFruits harmless against all liabilities, costs, expenses, damages and losses suffered or incurred by FeedbackFruits arising out of or in connection with any breach by the User of clause 6 above.
9.1. User acknowledges that the use of the Services can be interrupted at any time.
9.2. FeedbackFruits reserves the right to terminate these Terms of Service and the Service at any time, provided that User is in breach of clause 6 above.
10.1 This Agreement shall be governed by and construed in accordance with Dutch law (excluding any conflict of laws rules).
10.2 If any dispute arises out of this Agreement, parties will first attempt to resolve the matter informally through designated senior representatives of each party to the dispute. If the parties are not able to resolve the dispute informally within a reasonable time not exceeding two (2) months from the date the informal process is requested by notice in writing, they will attempt to settle it by mediation in accordance with the 'Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure'. Should informal resolution and mediation not be possible then the dispute shall be resolved pursuant to clause 10.3.
10.3 Any dispute, whether contractual or non-contractual, arising from or in connection with this Agreement shall be submitted exclusively to the competent court of Amsterdam, the Netherlands.
The Terms of Service constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
If any part, term or provision of the Terms of Use is held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected by such determination, and the rights and obligations of the parties shall be construed and enforced as if the Terms of Use did not contain the particular part, term or provisions held to be illegal or invalid.
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