In providing you the Service, we shall maintain all administrative and technical safeguards to protect the security, confidentiality, and integrity of your data. More details can be found in the Data Processor’s Agreement (DPA), that is included as Annex 1 to this Agreement.
Easygenerator will only access your account upon your request for technical assistance. You will be asked to provide explicit consent each time an employee of Easygenerator needs to access your account. No employee of Easygenerator will access your account without prior permission; unless required to do so by law and in such cases, where legally permissible, Easygenerator shall inform you. Three specially qualified developers do have access to the database where your information is stored. All their activity is logged, and a security system will be activated whenever they try to copy, delete, or tamper your data.
Easygenerator has the option to track and trace the results from your learners. This option can be switched on or off for Customer. These results will only be visible to the author (owner) and the admin from Customer, not to anyone else.
Easygenerator does have the right to analyze this data for general trends and figures, but not on a personal or Customer level, unless that Customer has approved or requested that.
Intellectual property rights on the software. Easygenerator shall maintain all rights, title, and interest in our respective patents, inventions, copyrights, trademarks, domain names, and any other intellectual or property and/or proprietary rights. The rights granted to you to use the Service do not convey, by extension, any title to patents, inventions, copyrights, trademarks, domains name or any other intellectual property owned by Easygenerator.
The copyright for all content created with Easygenerator lies with Customer.
Any feedback, enhancement suggestions or recommendations received from you can be incorporated into the Easygenerator Service: worldwide; royalty-free; in perpetuity; and to any other Easygenerator product(s) by transfer. You cannot claim any rights to these incorporations, either now or in the future.
3. Third parties
Customer hereby authorizes Easygenerator to use a third party in the processing of personal data, pursuant to this DPA, with due observance of the applicable privacy legislation. These third parties only will process limited data, for example, email address of the author to provide support, DPA’s are in place with all subcontractors. None of these sub-contractors have access to the database with personal data. The full list of sub-contractors and their purpose is listed in appendix 2 of the DPA.
4. Disclaimer of warranties
Easygenerator expressly disclaims any warranties, whether express or implied, including, but not limited to, the implied warranties of merchantability, title, fitness for a particular purpose. For paid users there is an uptime guarantee and that the Service shall perform materially in accordance with the documentation and specification for the Service.
5. Limitation of liability
No consequential damages. Under no circumstances and under no legal theory (whether in Agreement, negligence or otherwise) will either Party to these terms, or such Party’s affiliates or their respective officers, directors, employees, agents, suppliers or licensors be liable to the other Party or any third party for any indirect, incidental, exemplary, consequential, punitive or other similar damages, including lost profits, lost sales or business, business interruption or any other loss incurred by such Party in connection with these terms or the Service.
Limits on monetary damages. Notwithstanding anything to the contrary in these terms, Easygenerator’s and Customers (including any of its affiliates) aggregate liability, for damages (monetary or otherwise) under these terms claimed by you or any third party arising from our Service, shall be limited to the lesser of (i) actual damages incurred, or (ii) 100% of the payments paid or payable by you for the Service during the twelve (12) months preceding the claim, or the duration of the current term. Parties acknowledge and agree that the essential purpose is to allocate the risks under these terms between Parties and limit their potential liability given the fees charged under this agreement, which would have been substantially higher if Easygenerator were to assume any further liability other than as set forth herein. The Parties have relied on these limitations in determining whether to enter into these terms.
Breach of confidentiality, data privacy and third-party intellectual property infringement shall be uncapped for both Parties.
Indemnification by Easygenerator. Easygenerator will indemnify and hold you harmless, from and against any claim against You by reason of Your use of the Service as permitted hereunder, brought by a third party alleging that the Service infringes a valid patent or copyright, or misappropriates a third party’s trade secret (such claims, collectively, “Claim”). Easygenerator shall, at its expense, defend such Claim and pay damages agreed or finally awarded against You in connection therewith, including the reasonable fees and expenses of the attorneys engaged by Easygenerator for such defense, provided that (i) You promptly notify Easygenerator of the threat or notice of such Claim, (ii) Easygenerator will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such Claim, and (iii) You fully cooperate with Easygenerator in connection therewith. If Your use of the Service has become, or in Easygenerator’s opinion is likely to become, the subject of any such Claim, Easygenerator will replace or modify the Service to make it non-infringing by modification of the Service by anyone other than Easygenerator.
Indemnification by You. You agree to defend, indemnify, and hold harmless Easygenerator from and against any claims, actions or demands, including, reasonable legal and professional Services fees, arising or resulting from Your breach of these Terms, or Your and Your end users’ access to, use, misuse or illegal use of the Service. Easygenerator will provide You notice of any such claim, suit, or proceeding. Easygenerator reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, in which case you agree to cooperate with any reasonable requests to assist Easygenerator’s defense of such matter.
7. Assignment; entire agreement; revisions
Giving prior written notice to the other Party, either Party may assign or transfer the Agreement, in whole or in part, without restriction, provided the assignee agree to be fully bound by the terms of this Agreement. The Agreement supersede any other discussions, prior versions of agreements or understandings by or among the Parties (other than written agreements expressly accepted and executed by both Parties). We may amend the terms of Service from time to time, in which case the new terms will supersede prior versions provided such changes to not materially reduce the Services delivered to the Customer. Customer will be informed of the new terms of Service in writing.
If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of the Agreement shall remain in effect.
9. Relationship of the Parties
The Parties are independent contractors. The Agreement do not create a partnership, franchise, joint venture, agency, and fiduciary or employment relationship among the Parties.
10. Governing law and dispute resolution
This Agreement shall be governed by and construed in accordance with the laws of The Netherlands. Any dispute or claim arising out of or in connection with this Agreement or the performance, breach or termination thereof shall be finally settled by the competent court in Amsterdam, The Netherlands.
11. No Other Rights
No other rights or licenses are granted under this Agreement, by implication, estoppel, statute or otherwise, except as expressly provided herein.