These Terms of Use apply to the use of deNote as defined below. We advise you to read these Terms of Use carefully so that you are aware of your rights and obligations when using deNote. By using deNote, you agree to the Terms of Use and you enter into an Agreement with Edifixio. If you do not wish to agree to them, you cannot use deNote. Questions about the Terms of Use should be sent to denote@edifixio.com.
In these Terms of Use the capitalized terms listed below shall have the following meaning:
Account: the personal environment of the User within deNote, to which the User obtains access after entering his/her Login Details;
Agreement: the agreement between Edifixio and the User
Edifixio: the company with limited liability established and existing under the Grench laws, having its registered office in Levallois-Perret (92300), FRANCE, at 123, rue Jules Guesde, registered within Nanterre RCS with number 433 002 011.
Content: all information, data or material in the form of text, photos, video’s and audio-visual materials and any other form provided, changed or uploaded by the User through deNote, including – but not limited to – online training and chatbot conversations
deNote: the service, including the Software, provided by Edifixio through the Website, Microsoft Teams app and Mobile Application
IP-rights: all intellectual property and ancillary rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and related rights, as well as know-how rights and performances on a par with patentable inventions
Login Details: the information such as username and password which the User provide when creating an Account and with which the User gains access to the Account
Team Application: the Team application which is available in the teams marketplace
Privacy Policy: deNote's privacy policy available on denote.edifixio.com/legal/privacy_policy.html
Software: the software, Including web application, sourcecode, infrastructure, specifications and all related documentations developed by Edifixio
Terms of Use: the underlying terms of use;
User: the natural person or company that has entered into an Agreement with Edifixio
User Generated: Content all information, data or material in the form of text, photos, video’s and audio-visual materials and any other form provided, changed or uploaded by the User through deNote
Website
These Terms of Use apply to all agreements between you and Edifixio and every use made of deNote via your Account.
Edifixio may, at all times, amend or supplement these Terms of Use. The most up-to-date Terms of Use can always be found on the Website. Continued use of deNote after any such changes shall constitute your consent to the changes. If you do not agree to the amended or supplemented Terms of Use, your only option is to terminate the Agreement in accordance with article 8.
Additions to and/or deviations from these Terms of Use are only valid when confirmed in writing by Edifixio
Edifixio has developed Web Based Software which enables N-Shores teams need to share information and collaborate through several projects. deNote is a virtual paper board where elements are stickers, can be pinned up and are updated live on all user's screens. The service of Edifixio consists of making the Software in the form of ‘Software as a Service’ accessible through the Website, Microsoft Teams app and/or Mobile Application under the name deNote.
If you comply in full with all obligations pursuant to these Terms of Use, Edifixio will grant you, a limited personal, revocable, non-exclusive, nonsublicensable and non-transferable right to use deNote, including the Software, Microsoft Teams app and Mobile Application.
To the best of its ability, Edifixio will make efforts to provide deNote with due care. Edifixio may use subcontractors or third party licensors to provide deNote. You accept that deNote, including the Software, only contains the functionalities and other characteristics as it contains at the moment of your use (“as is” and “as available”).
Edifixio is at all times entitled, without prior announcement and without in any way becoming liable to you:
To Use and/or purchase Content through deNote, you must create an Account by following the registration process. You warrant that all information you provide to Edifixio, including the information you provide during registration is accurate, complete and up-to-date at any time.
You are responsible for keeping your Login Details secret. As soon as you know or have reason to suspect that your Login Details are no longer secret, or that the Account is being abused, you must take all necessary steps to prevent unauthorized access inter alia by changing your password in the settings of your Account. Edifixio is not liable for any loss or damage from unauthorized access or use of your Account.
It is not permitted to, and at the sole discretion of Edifixio your Account may be blocked if you:
Each and every use of deNote by you is for your own risk and responsibility. You are solely responsible and liable for the User Generated Content provided through your Account. You indemnify and hold Edifixio harmless against all claims relating to the User Generated Content.
You are not permitted to use deNote for a purpose as listed below or make User Generated Content available:
Edifixio reserves the right, without prior notice, to abridge, alter, refuse and/or remove User Generated Content if this is necessary in Edifixio's opinion, without this resulting in any liability.
You are solely entitled to hyperlink to the Content and User Generated Content made available through deNote on third party (social media) platforms. It is not permitted to make use of an embedded link to Content and User Generated Content on these third party platforms. Edifixio may in this case take all measures which she deems appropriate.
Your use of deNote is restricted to the amount of posted User Generated Content at any given time, as specified when creating an Account. Edifixio reserves the right to at all times and at its sole discretion, further restrict the amount of posted User Generated Content when the size of the uploaded User Generated Content exceeds 400MB per environment.
The IP-rights in relation to deNote, including the Software, Website and Mobile Application are held by Edifixio or its licensors. Nothing in these Terms of Use is intended to entail any transfer of IP-rights to you.
All IP-rights in relation to the Content will remain with the User who made the Content available through deNote.
You retain all IP-rights to the User Generated Content you provide through deNote.
You warrant that you hold all the rights relating to the User Generated Content you provide through deNote and fully indemnify Edifixio of any infringement claims regarding the User Generated Content. In the event you use third party content you hereby warrant that you have granted the unconditional and irrevocable right to use such third party content. You indemnify and hold Edifixio harmless against any and all claims with regard to the use of third party content.
Save to the extent that it is allowed by mandatory statutory law, you may not reproduce or decompile the Software or apply reverse engineering to it. Furthermore, removal and/or circumvention of security measures or technical limitations (to use) of deNote and/or the Software is not allowed.
The Agreement between you and Edifixio shall commence when you create an Account and will be in force until it is terminated in accordance with this article.
You can terminate the Agreement at any time by indicating this in the settings of your Account. You are solely responsible for properly canceling your Account. An email or phone request to cancel your Account is not considered cancellation.
In the event the Agreement is terminated, there will be no reversal of that which Edifixio has already delivered nor the related obligation to make payment. You will not receive any refunds as a result of termination.
Edifixio may, without prior notice and without becoming liable to you, terminate your Account with immediate effect if:
Upon termination of the Agreement, Edifixio shall keep all User Generated Content available to you for two (2) weeks after termination of the Agreement. You will be able to use deNote during this period insofar as is necessary for the exporting of User Generated Content. You may not add any User Generated Content during this period. After this period, Edifixio shall make your Account inaccessible to you. Edifixio has no obligation to restore the User Generated Content or assist in any data conversion or exportation.
To the extent permitted by law Edifixio does not accept any liability for damages caused by imputably failing to perform the Agreement and/or these Terms of Use, an unlawful act or any other act. If Edifixio should nevertheless be liable for damage on whatever ground, the total, cumulative, aggregate liability of Edifixio shall at all times be limited to direct damages only (as defined below) and never exceed the amount of 250.00 euro.
Direct damage shall solely mean:
Any liability on Edifixio's part for damages other than direct damages including but not limited to indirect loss, including but not limited to consequential loss, loss and/or damage of data, loss of profit and loss of revenue, loss of savings, reduced goodwill, damage by business interruption and damage as a result of claims from third parties is excluded.
The restrictions mentioned in the preceding paragraphs of this article will lapse if and in so far as the damage is the result of intentional or willful recklessness on the part of Edifixio or its managers (“own actions”).
No right to damages shall exist unless you notify Edifixio in writing of the damage promptly after it has arisen. Any claim for damages against Edifixio shall become extinguished by the mere lapse of twelve (12) months after the claim has come into being.
Edifixio is to the extent permitted by law released from all contractual obligations and liability (e.g. for damages) if Edifixio's performance is prevented or effected by force majeure or force majeure of Edifixio's subcontractor.
Force majeure includes, among other things, employees on sick leave and/or absence of employees who are crucial to the supply of Edifixio, interruptions in the supply of electricity, strikes, riots, government measures, fire, natural disasters, floods, failure on the part of Edifixio's suppliers, failure on the part of third parties engaged by Edifixio, interruptions in the connection to the internet (whether or not due to a DDoS attack), hardware malfunctions, malfunctions in networks, including telecommunication networks, and other unforeseen circumstances.
If the force majeure continues for at least thirty (30) days, Edifixio is entitled to terminate the Agreement without being obliged to pay any compensation for this termination.
Edifixio does not guarantee:
Edifixio is not responsible for:
You guarantee that you will not use deNote and/or the Software in a way that:
You indemnify Edifixio against all damage and costs as a result of claims of third parties arising from and/or related to your use of deNote, including the Software.
Edifixio is not liable for any damages in connection with the (illegal) use of deNote by you. Edifixio will only, under the conditions as set out in this article, be obliged to remove or block access to the User Generated Content that is manifestly unlawful or to stop manifestly unlawful behavior after receiving a notification that is sufficiently precise and adequately substantiated.
Edifixio has established a procedure, by which any alleged illegal User Generated Content available through deNote can be reported to Edifixio. This can be done via a notification to denote@edifixio.com.
Edifixio reserves the right to not grant a request to remove or block access to the User Generated Content or to stop an activity in case it has reasonable grounds to doubt the accuracy of the notification or in case a balancing of interest requires this. In such a situation Edifixio can require a court order from a competent court in France, to demonstrate that the material or the activity is manifestly unlawful.
Edifixio will not be a party in a dispute between the person making the report and any third party arising out of or in connection with a notification.
The person making the notification indemnifies Edifixio against all claims of third parties in relation to the blocking or removal of User Generated Content or the stopping of activities. The indemnification includes all damages and costs Edifixio suffers, could suffer or which Edifixio incur in relation to such a claim, including but not limited to the compensation of legal assistance.
Edifixio respects and protects the privacy of those who provide notifications. All personal data that it receives as part of a notification will always be processed in accordance with the Dutch Data protection Act and will only be used to process the notification.
Edifixio may transfer rights and obligations arising from these Terms of Use to third parties and will notify you of this. You are not permitted to transfer to third parties any right derived from the Agreement without Edifixio's prior written consent.
These Terms of Use and the use of deNote are governed by French law.
To the extent that national or international rules of law do not prescribe otherwise as mandatory, any disputes that arise or are related to agreements concluded subject to these Terms of Use, or arise therefrom, will solely be submitted to the competent court in Amsterdam.
Version June 2020