Cuez Terms of Use

CUEZ end user license agreement

This End-User License Agreement (the “Agreement”) is a legal agreement between you as the End User and the Licensor of the Platform (as these terms are hereinafter defined). This Agreement covers the use of the Platform. By registering to or using the Platform, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement, the Licensor cannot and does not license the use of the Platform to you. In such an event, you must not use or install the Platform, as you will be in violation of the Licensor’s intellectual property rights.

1. DEFINITIONS

The following definitions will apply:

“Customer Agreement” means any commercial agreement between a customer of Licensor and the Licensor concerning the use of the Platform;

“End User” means a customer authorized pursuant to this Agreement to install and/or use the Platform;

“End User Data” means data, information or material provided or submitted by End User to Licensor whether through the Platform or otherwise; 

“Licensor” means TINKERLIST.TV with office at Sluisstraat 79, box 3, 3000 Leuven, Belgium and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen) under company number 0564.886.527 (hereafter “CUEZ”);

“Platform” means any of the Licensor’s software-as-a-service platform that may consist of the following modules: CUEZ Rundown, CUEZ Automator, and/or CUEZ Storiez.

“Third Party” means any legal entity or natural person that is not a Party;

 

2. APPLICABILITY

1. You, as End User, have been granted access to the Platform pursuant to a Customer Agreement. This Agreement governs the use of the Platform by the End User.

 

3. LICENSE 

1. Subject to the terms and conditions of this Agreement, the Licensor grants to the End User, who accepts, a limited, personal, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform in accordance with the terms and conditions hereof. The license has a defined duration and will automatically expire when the Customer Agreement is terminated or expires. 
2. The Licensor may choose to provide, at its own discretion, documentation containing the specifications for operation and use of the Platform. If so, the End User is required to use the Platform in accordance with such documentation. Failure to observe this requirement invalidates any legal obligations that the Licensor may have towards the End-User in relation to the Platform. This documentation, if applicable, will be provided, wholly or in part, (i) within this Agreement, (ii) via the Licensor’s Website cuez.app (iii) in combination with the Platform, or (iv) any other agreement, document, support, whatsoever decided by the Licensor. 
3. Licensor reserves the right to make, in its sole discretion, changes and updates to the functionality and/or documentation of the Platform from time to time.
4. The Platform will be used solely and exclusively by the End User. Any other use of the Platform, including resale of derivative modifications or extensions, is expressly prohibited. 
5. An End User will not have the right to (i) use the Platform in whole or in part for any other purpose, other than as provided herein, (ii) make the Platform available, sell or rent the Platform to any Third Party, (iii) adapt, modify, translate or alter the Platform in any way, (iv) sublicense, lease, rent, loan, distribute or otherwise transfer the Platform to any Third Party, (v) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Platform by any means whatsoever, or disclose any of the foregoing, (vi) use the Platform in any way that is unlawful, illegal, fraudulent, defamatory or harmful, or (vii) remove or in any way circumvent any technical or other protective measures contained in the Platform.
6. End User acknowledges and agrees that this Agreement is not a sale of the Platform or any rights therein, and that Licensor and its suppliers retain at all times all intellectual property rights, title and interest in and to the Platform. All rights in and to the Platform not expressly granted to End User in this Agreement are reserved by Licensor. No license is granted to the End User except as to use the Platform as expressly stated herein. The Licensor name, the Licensor logo, and the product names associated with the Platform are property of Licensor or Third Parties, and they may not be used without Licensor’s prior written consent. In particular, End User acknowledges and agrees that the source code of the Platform is and will remain confidential information of Licensor. 
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4. INDEMNIFICATION

1. End User warrants that the End User Data provided will be accurate and truthful and will not (i) infringe on any intellectual property rights of Third Parties; (ii) misappropriate any trade secret; (iii) be misleading, defamatory, obscene, pornographic or unlawful; (iv) contain viruses, whether or not intended to damage the Platform; or (v) otherwise infringe the rights of any Third Party. Any use of the Platform in breach of this clause by End User will constitute an unauthorized and improper use of the Platform.
2. The End User agrees to defend, indemnify, and hold harmless Licensor (and its officers, directors, employees and agents) from and against any Third Party claims, actions or demands (including, without limitation, costs, damages and reasonable legal and accounting fees) which result from any End User Data infringing the rights of any Third Party (including infringement of intellectual property).
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5. DISCLAIMERS AND LIMITATIONS

1. Except as expressly provided in this Agreement and to the extent permitted under applicable law, Licensor expressly disclaims all warranties, express or implied, including but not limited to warranties of merchantability, non-infringement, satisfactory quality and fitness for a particular purpose of the Platform. In particular, Licensor does not warrant that the Platform will be error free or that the use and/or operation of the Platform will be secure or uninterrupted, or that any or all problems related to the Platform can be resolved, and hereby disclaims any liability therefor. The Platform and all content will be provided by Licensor under this Agreement on an “as-is” and “as available” basis without any additional warranty to the End User. 
2. To the maximum extent permitted under applicable law, a Party’s maximum liability to the other Party arising under this Agreement will in no event exceed the fees paid or payable by Customer to Licensor under the relevant Customer Agreement during the preceding twelve (12) month period. The foregoing limitations will not apply to the Licensor’s liability due to (i) fraud or deceit, and/or (ii) wilful misconduct.
3. For the avoidance of doubt, it is specified that in no event will either Party be liable for any indirect, consequential or other similar damages (including, without limitation, damages for loss of profits, revenues, business, contracts or customers, loss or corruption of data, loss of goodwill, damage to equipment and reputation, loss of opportunity, loss of anticipated savings, and costs of obtaining substitute goods or services), even if such Party has been advised or notified of the possibility of such costs or damages.
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6. MISCELLANEOUS

1. This Agreement will be governed and construed in accordance with Belgian law. Any legal action or proceeding between the Licensor and the End User for any purpose concerning this Agreement or the obligations hereunder will be subject to the exclusive jurisdiction of the courts of Leuven, Belgium.
2. The failure of a Party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to in writing by that Party.
3. The Licensor may assign its rights and duties under this Agreement at any time without notice to the End User. The End User may not assign this Agreement without the prior written consent of the Licensor.
4. If any provision of this Agreement is declared invalid or unenforceable by a court of competent jurisdiction, such provision(s) will be construed, to the fullest extent possible, in accordance with the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
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