SUBSCRIPTION TERMS AND CONDITIONS EXPIVI PLATFORM
These Subscription Terms and Conditions (capitalized terms have the meaning as set out in Article 1 hereinafter) form an integral part of the Subscription between Customer and Expivi for the provision of the Platform and Additional Services. There shall be no force or effect to any different terms of any related purchase order or similar form.
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This document was last updated on February 27th 2024.
Article 1. Definitions and interpretation and applicability
1.1 Definitions and interpretation. For the purpose of these Subscription Terms and Conditions and unless elsewhere defined, capitalized terms shall have the following meanings whereby these terms may be used in the singular or the plural form and vice versa, as the context so requires:
Additional Services the services as set out on the Final Proposal that Expivi provides in addition to the provision of the Platform and the SLA Services, for example: Migration Services.
Additional Services Fees the applicable fees to be paid by Customer to Expivi which covers the performance of Additional Services.
Acceptable Use Policy the policy under which it is deemed to be acceptable to use the Platform, as attached hereto as Schedule I.
Account the personal account(s) associated with Customer, which enables Users to access and use the Platform. Customer gains access to at least 1 (one) administrator Account to control the details of the Subscription, the use of the Platform, to assign and manage Users, etc.
Article an article of these Subscription Terms and Conditions.
Basic Support the support made available to Customer by providing access to specific online user guides, knowledge bases, and self-help tools regarding the use of the Platform.
Confidential Information all information in Accounts, Content, the Software and the Documentation, and any information that is clearly identified in writing at the time of disclosure as confidential or that should be reasonably understood to be confidential by the receiving Party given the nature of the information and the circumstances of its disclosure.
Content all data of Customer in the Platform, including existing data which Expivi has Migrated for Customer, and other data inputted by Users or by Expivi on behalf of Customer (e.g. registration information, information concerning Users, clients of Customer, business-, marketing- and financial- information, images, animations, configurations, videos, 3D models and any similar data).
Customer the person or legal entity as set out on the Final Proposal that purchased the Subscription and/or its Users, whichever is applicable in a specific situation.
Documentation all documentation related to the Platform, including but not limited to printed materials, online files, electronic documentation (including all information in Accounts), other media, user guides and/or other similar materials and images made available to Customer by Expivi from time to time.
Effective Date the effective date of the Subscription as set forth on the Final Proposal.
Existing Data any existing data of Customer that Customer wants Expivi to Migrate into the Platform on behalf of Customer.
Final Proposal any proposal signed by both Parties for, among other things, the purchase of the Subscription, submitted by Customer either during an online order process (via an Expivi website or affiliated website, or via e-mail or pdf), or separately signed by Customer and submitted to Expivi, and any future purchase order or Final Proposal that makes reference to the Subscription.
Force Majeure any event or condition beyond the reasonable control of either Party which prevents, in whole or in material part, the performance by 1 (one) of the Parties of its obligations hereunder or which renders the performance of such obligations so difficult or costly as to make such performance commercially unreasonable. Without limiting the foregoing, the following shall constitute events or conditions of force majeure: acts of governmental action, riots, disturbance, war, strikes, lockouts, slowdowns, prolonged shortage of energy or other supplies, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning and explosion, or any refusal or failure of any governmental authority to grant any export licence legally required.
Intellectual Property Rights all copyrights, neighbouring rights, database rights, patent rights, trademark rights, trade name rights, design rights, portrait rights, trade secret rights, rights in domain names, rights in Confidential Information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, related dependent or ancillary rights and priority or goodwill rights and all similar or equivalent rights or forms of protection in any part of the world.
Migration Services the data migration services (if any) to migrate Existing Data from Customer’s existing ICT environment into the Platform as further described in Article 3. “Migration” and to “Migrate” have corresponding meanings.
Parties Customer and Expivi together.
Party Customer or Expivi individually.
Platform the Expivi platform, being an online software as a service solution that is developed, operated and maintained by Expivi (and its third-party service providers) pursuant to the Subscription and which contains the Software. The Platform is accessible through Expivi’s current and future application(s), or website(s) and underlying pages that provides Users with access to the Software.
Platform Subscription Plan the specific quantities in relation to the Platform Customer is entitled to use during the term of the Subscription (e.g. max. Sessions, max. products, max. attributes per product, max. views, etc.), as set out on the Final Proposal or otherwise agreed in writing between the Parties.
Processor Agreement the processor agreement that is applicable to the processing of personal data in relation to the Subscription and the SLA, attached thereto as Schedule II.
SLA the service level agreement for the provision of the SLA Services that is concluded between Customer and Expivi (if applicable).
SLA Services all services Expivi provides to Customer under the SLA.
Software source code, object code or underlying structure, ideas, know-how and algorithms relevant to the Platform.
Subscription the subscription agreement for the use of the Platform concluded between Customer and Expivi, which includes and incorporates the Final Proposal, as well as these Subscription Terms and Conditions, including all appendices, subsequent amendment thereof and/or addenda thereto.
Subscription Fees the consideration to be paid by Customer to Expivi which covers the provision of the Platform (including Additional Services Fees, if applicable) by Expivi to Customer for the use of the Platform, as described on the Final Proposal or otherwise agreed in writing between the Parties, in accordance with the terms thereof.
Subscription Terms and Conditions the underlying Subscription Terms and Conditions for the provision of the Platform (including Migration Services, if applicable) by Expivi to Customer.
Third Party Software any software, including software code and/or components of such software that an Expivi partner may bundle with the Platform and which is not developed or owned by Expivi.
User any of Customer’s employees or any other party authorized by Customer’s administrator Account to access and use the Platform on behalf of Customer, in each case subject to such person’s agreement to be bound by the terms of the Subscription.
1.2 Headings. The headings of these Subscription Terms and Conditions are for ease of reference only and are not intended to qualify the meaning of any article or section thereof.
1.3 Genders. References to words denoting any gender shall include all genders.
1.4 Successors. References to the Parties include their respective successors in title and permitted assigns.
1.5 Written. In these Subscription Terms and Conditions the term ‘in writing’ includes by post, e-mail, clicking a “submit” or similar button or any other electronic communication device customary in the market.
1.6 Interpretation. Terms and expressions of law and of legal concepts as used in these Subscription Terms and Conditions have the meaning attributed to them under the laws of the Netherlands and should be read and interpreted accordingly.
1.7 Priority. In the event of any inconsistencies in the terms and conditions as set out on the Final Proposal and these Subscription Terms and Conditions, the terms and conditions as set out on the Final Proposal shall prevail.
Article 2. Right of use and limitations
2.1 Right of use. Subject to the terms of the Subscription, Expivi will use commercially reasonable efforts to provide to Customer the Platform in accordance with the Subscription (and if applicable, the SLA). Therefore, Expivi grants Customer during the term of the Subscription the non-transferable (except as permitted below or provided for on the Final Proposal), non-exclusive right to permit Users to access and use the Platform (and any Documentation provided to Customer) to allow them to perform, create and/or display Content and other related functions that the Software entails.
2.2 Limitations. The right as set out in Article 2.1 is granted to Customer provided that (i) unless otherwise agreed between the Parties in writing, Customer’s use of the Platform does not include use by third parties other than Users; and (ii) Customer may not license, sell, rent, lease, transfer, assign, distribute, display, host, outsource otherwise commercially exploit or make the Platform or the Documentation available to any third party, except as expressly agreed in writing between the Parties.
2.3 Reverse engineering. Customer may not reverse engineer, decompile, modify, disassemble or otherwise attempt to discover or make derivative works of the source code, underlying ideas, underlying user interface techniques or algorithms of the Software or the Platform by any means whatsoever, directly or indirectly, or disclose any of the foregoing. Any information supplied by or obtained by Customer may not be disclosed to any third party or used to create any software as a service or software which is substantially similar to the expression of the Platform.
2.4 Compliance with capacity of use restrictions. Customer’s use of the Platform (including but not limited to the number of Users and the level of Platform Subscription Plan) shall conform with the restriction applicable to the specific level of Platform Subscription Plan, as set forth on the Final Proposal. Expivi may monitor Customer’s compliance with these limits and, if Expivi detects overuse, require Customer to pay the applicable fees as set out on the Platform and/or allows an upgrade of the level of the Platform Subscription Plan. Customer can upgrade to a higher level of the Platform Subscription Plan monthly. Downward adjustment of the Platform Subscription Plan is only possible simultaneously upon a new Subscription Renewal Term.
2.5 Compliance with Acceptable Use Policy. Customer must comply and ensure and warrants to Expivi that all Users shall comply with the Acceptable Use Policy.
2.6 Excessive use. Customer’s use of the Platform must not cause undue strain or stress on the Platform and/or the Expivi network through excessive API calls or other non-standard and/or excessive use.
2.7 Additional restrictions. Customer and is Users are expressly prohibited from using the Platform and the Software for any purpose outside of the intended design and implementation of Customer’s authorized use of the Platform. Any replication or use of any aspect of the Platform, any of the Software, the Documentation or other Expivi application or services for any purpose designed or intended to compete with Expivi’s solutions is strictly prohibited.
2.8 Ownership of Content and license to use. As between Customer and Expivi, Content and any similar data provided to Expivi outside of the uploading process (either in hard copy or electronic format), is and shall remain Customer’s property (including any Intellectual Property Rights associated thereto). To enable Expivi to provide Customer with the Platform, and subject to the provisions of the Subscription, Customer hereby grants to Expivi a non-exclusive right to use, copy, distribute and display Content solely in connection with Expivi’s operation of the Platform on Customer’s behalf. Customer, not Expivi, shall have sole responsibility for the accuracy, integrity, and reliability of Content, and Expivi will not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Content. Expivi will protect any of Content provided to Expivi as confidential in accordance with Article 9 and Article 11.
2.9 Obligation to cooperate. Parties acknowledge that the functioning of the Platform depends on proper and timely cooperation between them. Customer will always provide any cooperation reasonably required by Expivi in a timely manner.
2.10 Compliance with laws. Transmission or storage of any Content in violation of any Dutch or local laws is strictly prohibited. Expivi reserves the right but not the obligation to monitor and edit all Content provided by Users.
Article 3. Additional Services
3.1 Applicability. The provisions of this Article 3 apply where the Final Proposal or any other written agreement between the Parties includes Additional Services to be performed.
3.2 Reasonable standards. The Additional Services shall be in accordance with the specifications as set out on the Final Proposal or any other written agreement between the Parties. Furthermore, the Additional Services will be performed in accordance with the standards of skill and care reasonably expected from a service provider in the industry.
3.3 Existing Data in relation to Migration Services. There may be technical or practical limitations that affect or prevent Migration of Existing Data or make it uneconomic or otherwise unworkable. Accordingly, Customer accepts that the Additional Services Fees regarding Migration Services (as set out on the Final Proposal) and any timetable for Migration are subject to an assessment by Expivi of Customer’s Existing Data after the Subscription comes into force.
3.4 Assessment in relation to Migration Services. Customer will provide Expivi with its Existing Data promptly after the Effective Date and Expivi will carry out an assessment, produce a Migration plan if Expivi considers one is required, and informs Customer of any change to the Additional Services Fees in relation to Migration and timetable as a result of the assessment.
3.5 Cancellation of Migration Services. If Customer does not wish to proceed with the revised Additional Services Fees in relation to Migration and/or timetable, or if Expivi decides it can no longer offer to Migrate Customer’s Existing Data, Expivi will cancel the Migration Services by written notice to Customer, without charge. Expivi will then continue to provide Customer with the Platform.
Article 4. Subscription Fees and payment terms
4.1 Applicable Subscription Fees. Customer will pay Expivi the then applicable Subscription Fees and Additional Services Fees. The amount of the Subscription Fees depends on the Platform Subscription Plan. The current rates are set out on the Platform.
4.2 Additional charges. If Customer’s use of the Platform exceeds the applicable Platform Subscription Plan or otherwise requires the payment of additional Subscription Fees (per the terms of the Subscription and/or the then current Subscription Fees as set out on the Platform), Customer shall be billed for such usage and Customer agrees to pay the additional Subscription Fees in the manner provided therein.
4.3 Change of Subscription Fees and Additional Services Fees. Expivi has the right to apply indexation per calendar year, without written notice. Expivi is allowed to set the indexation based on the published standard in the Netherlands with an additional percentage of 4 (four) percent. Expivi reserves the right to change the Subscription Fees, Additional Services Fees or applicable charges and to institute new charges, Subscription Fees and Additional Services Fees at the end of the Subscription Initial Term or then current Subscription Renewal Term, upon 30 (thirty) days prior written notice to Customer.
- Finance charge. Unpaid amounts are subject to a finance charge of 1.5% (one-point five percent) per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection.
- Advance payment. The Subscription Fees are payable in advance, irrevocable and non-refundable.
- Direct debit and billing information. Customer agrees to pay the Subscription Fees by direct debit. Customer authorizes Expivi to initiate electronic debit entries to Customer’s bank account for the Subscription Fees, as may be amended from time to time. Customer shall provide Expivi with accurate and complete information necessary for Expivi to process the direct debit, including, but not limited to, Customer’s bank account number and bank routing number. Customer is responsible for ensuring that the information provided to Expivi for the purpose of direct debit is up to date and correct. Customer shall promptly notify Expivi of any changes to this information. If a direct debit is returned unpaid, Expivi reserves the right to charge a returned item fee and to collect the Service Fee and the returned item fee.
- Incorrect billings. If Customer believes that Expivi has billed Customer incorrectly, Customer must contact Expivi no later than 60 (sixty) days after the closing date on the 1st (first) billing statement in which the error or problem appeared, in order to receive an adjustment or credit.
- Late payment interest. Expivi may charge Customer interest on the overdue amount at the rate of 6% (six percent) per annum above European Central Bank base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).
- Taxes. Customer shall pay all personal property, sales, use, value-added, withholding and similar taxes (other than any taxes on Expivi’s net income) arising from the transactions described in the Subscription. To the extent Customer is exempted from sales or other taxes, Customer agrees to provide Expivi, upon request, with the appropriate exemption certificate.
- Exclusive of VAT. All amounts stated in or in relation to the Subscription are, unless the context requires otherwise, stated exclusive of any applicable value added taxes, which will be added to those amounts and payable by Customer to Expivi.
- Suspension rights. Expivi reserves the right, in its discretion, to suspend the provision of the Platform or any other services in the event that any payment is due but unpaid and Customer has been requested but failed cure such payment failure. Customer agrees that Expivi shall not be liable to Customer nor to any third party for any suspension of the provision of the Platform or any other services resulting from Customer’s non-payment of Subscription Fee.
Article 5. Third Party Software
5.1 Incorporated Third Party Software. Expivi represents and Customer acknowledges that the Platform may incorporate certain Third Party Software which may be governed by separate Intellectual Property Rights and license provisions, which may be found or identified in the Software, the Platform or the Documentation; those separate provisions are incorporated by reference into the Platform and Customer agrees to the Subscription Terms and Conditions of such license. Customer shall not (attempt to) modify or combine the Software, the Platform and/or any Third-Party Software in any manner that could cause the Software or the Platform to become subject to the terms of any license that applies to Third Party Software. Maintenance and support of Third-Party Software is provided by the licensor of those products.
Article 6. Intellectual Property Rights
6.1 Intellectual Property Rights Expivi. Expivi shall retain all right, title and interest (including all Intellectual Property Rights) in and to the Platform and Documentation (including application development, business and technical methodologies, and implementation and business processes, used by Expivi to develop or provide the use of the Platform or Documentation), and any and all updates, upgrades, enhancements, customizations, revisions, modifications, future releases and any other changes relating to any of the foregoing. Except for the limited access and use rights granted pursuant to the Subscription, Customer does not acquire any interest in the Platform or the Documentation. Customer agrees that any suggestions, enhancement requests, feedback, recommendations or other information provided by Customer or any Users relating to the Platform or the Documentation may be used by Expivi without restriction or obligation to Customer or any Users.
6.2 Intellectual Property Rights Customer. Customer shall retain any and all of its Intellectual Property Rights to any Content and Customer is responsible for protecting those rights. Expivi takes no responsibility and assumes no liability for Content Customer or its Users posted through the Platform. However, by posting Content using the Platform Customer grant’s Expivi the right and license to use, modify, publicly perform, publicly display, reproduce, and distribute such Content on and through the Platform.
Article 7. Maintenance, updates and upgrades
7.1 Applicability. The provisions of this Article 7 apply in the event the Parties did not enter into a SLA with regard to the Platform.
7.2 Maintenance. Expivi and/or its hosting or telecommunications vendor(s) may perform maintenance within the maintenance windows as set out on the Platform. Expivi shall, where practicable, give Customer at least 5 (five) days’ prior written notice of scheduled maintenance that is likely to affect the Platform or is likely to have a material negative impact upon the Platform.
7.3 Updates and/or upgrades. Expivi will only install software updates and/or upgrades of the Platform which are generally made available to its other customers of the Platform through the related Platform, including patches and/or fixes, as they are made available at no charge during the term of the Subscription. In the event of an upgrade and/or an update, Expivi shall, where practicable, give Customer at least 5 (five) days’ prior written notice of the application of such upgrade and/or update.
7.4 Reasonable standards. Expivi shall provide the services as set out in this Article 7 in accordance with the standards of skill and care reasonably expected from a service provider in the industry. However, Expivi does not warrant that these services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from the use thereof.
Article 8. Support
8.1 Support. Expivi offers multiple optional service levels for the Platform, which Customer may elect to purchase in addition to the Platform and for which Customer will enter into a separate SLA with Expivi. If Customer has not purchased any such service levels, Customer will only be entitled to Basic Support, against no extra costs.
8.2 Reasonable standards. The Basic Support shall be in accordance with the standards of skill and care reasonably expected from a service provider in the industry.
Article 9. Confidentiality and use of names in marketing
9.1 Confidential Information. Each Party agrees: (a) to receive and maintain in confidence all Confidential Information disclosed to it by (or on behalf of) the other Party; (b) not to use the Confidential Information of the other Party except to the extent necessary to perform its obligations or exercise rights under the Subscription; (c) to limit the internal dissemination of Confidential Information to those employees and contractors of the recipient who have a need to know and an obligation to protect it; and (d) to protect the confidentiality of Confidential Information in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). Expivi will restrict its employees’ access to Customer’s Confidential Information to only those employees necessary to successfully provide the Platform. Expivi may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for Expivi in connection with the performance of the Subscription. Confidential Information shall not include information that: (i) is known publicly; (ii) is generally known in the industry before disclosure; (iii) has become known publicly, without fault of the recipient Party, subsequent to disclosure by the disclosing Party; or (iv) the recipient Party becomes aware of from a third party not bound by non-disclosure obligations to the disclosing Party and with the lawful right to disclose such information to the recipient Party. This Article 9.1 will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The Parties agree to give the other Party prompt notice of the receipt of any subpoena or other similar request for such disclosure.
9.2 Use of names in marketing. Each Party may use the other Party’s name and credentials in an appropriate and acceptable manner for its standard marketing promotions, provided that such Party agrees to cease or alter such use at the other Party’s request where such use is contrary to such other Party’s branding policies, could cause any brand confusion in the market or is otherwise objectionable to such Party. Acceptable and standard marketing promotions include, but are not limited to, client listings, press releases, surveys, interviews, reputable business publications, television, and website presentation and promotion. Separately, Customer may be requested by Expivi to allow Expivi to use 1 (one) or more of Customer’s projects for similar promotions as described above. Customer is free to refuse such use.
Article 10. Force Majeure
10.1 Force Majeure. Except for Customer’s obligation to pay Expivi, neither Party shall be liable for any failure to perform its obligations under the Subscription if prevented from doing so by an event of Force Majeure.
Article 11. Personal data and security measures
11.1 Privacy laws. The Parties will at all times comply with their legal obligations with respect to the protection of (personal) data.
11.2 Processor Agreement. The terms and conditions of the Processor Agreement are incorporated by reference into the Subscription agreement. Customer authorizes the collection, use and disclosure of information collected by Expivi for the purposes provided in the Processor agreement and in accordance with the Processor Agreement.
11.3 Information security. If the Subscription stipulates that Expivi is obliged to provide a specific form of information security, this security shall meet the specifications in respect of security agreed between the Parties in writing. However, Expivi shall not guarantee that the information security will be effective under all circumstances. If the Subscription does not include an explicit description of security measures, the security measures shall be of such a level that, having regard to the state of the art, the sensitivity of the Content and the costs associated with the implementation of the security measures are not unreasonable. More information about the security measures taken by Expivi is set out in Processor Agreement.
Article 12. Warranties and disclaimer
12.1 Expivi’s warranties. Expivi shall use reasonable efforts consistent with prevailing industry standards to maintain the Platform in a manner which minimizes errors and interruptions in the Platform. The Platform may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Expivi or by third-party providers, or because of other causes beyond Expivi’s reasonable control, but Expivi shall use reasonable efforts to provide advance notice in writing in accordance with the provisions of Article 7.
12.2 Customer’s warranties. Customer warrants that Customer’s business shall, at all times, comply with, and shall remain solely responsible for compliance with, all applicable laws and regulations, as well as the Acceptable Use Policy, in connection with the use of the Platform by Customer and its Users, and Customer agrees to indemnify and hold Expivi and its subsidiaries, affiliates, officers, directors, shareholders, agents, licensors, licensees, suppliers, , other partners, employees and representatives harmless from and against any claim, demand, loss, or damages, including any third party or government claims, and any related costs and expenses (including reasonable attorneys’ fees), arising out of or related to Content, Customer’s or its Users use of the Platform, or Customer’s violation of the Subscription.
12.3 Limitation of liability. To the extend not prohibited by applicable law, in no event shall Expivi be liable for personal injury or any incidental, special, indirect, or consequential damages whatsoever, including, without limitation, damages for loss of profits, loss of data, business interruption, or any other commercial damages or losses, arising out of or related to Customer’s use or inability to use the Platform however caused, regardless of the theory of liability (contract, tort, or otherwise) and even if Expivi has been advised of the possibility of such damages. Customer may use the Platform at Customer’s own discretion and risk, and Customer is solely responsible for any damage to or loss of Customer’s computer that directly results from the use of the Platform by Customer or its Users.
12.4 Warranty disclaimers. Except as expressly set for in this Article 12 or in the SLA (if applicable), the Platform is provided to Customer ‘as is’. To the maximum extent permitted by law, Expivi disclaims all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. Expivi makes no commitments about the content within the Platform. Expivi further disclaims any warranty that (a) the Platform will meet Customer’s requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Platform will be effective, accurate, or reliable (e.g. the information viewed through the Platform may contain errors or inaccuracies and may not be complete or current. Products may be mispriced, described inaccurately, or unavailable on the Platform); (c) the quality of the Platform will meet Customer’s expectations; or that (d) any errors or defects in the Platform will be corrected.
Article 13. Term and termination
13.1 Effective Date and Renewal. The Subscription shall come into force upon the Effective Date and shall continue in effect for a period of 24 (twenty-four) months (the Subscription Initial Term), unless earlier terminated as provided in these Subscription Terms and Conditions. Upon expiration of the Subscription Initial Term, the Subscription shall automatically renew with for successive renewal terms of 24 (twenty-four) months each (each a Subscription Renewal Term), unless earlier terminated as provided in these Subscription Terms and Conditions or otherwise agreed in writing between the Parties, in accordance with the terms thereof.
13.2 False or fraudulent contact information. Expivi may terminate the Subscription if the billing or contact information provided by Customer is false or fraudulent.
13.3 Termination for breach. Notwithstanding Article 13.1, either Party may terminate the Subscription as a result of a material breach of the conditions of the Subscription by the other Party, if (a) such Party provides written notification to the other Party of the material breach; and (b) such material breach is not resolved within 30 (thirty) days of notification, or, in the case of a failure to pay Subscription Fees in a timely manner by Customer, after a 10 (ten) day late payment period.
13.4 Termination for convenience. Subject to Article 13.5, both Parties have the right to terminate the Subscription at any time during the Subscription Renewal Term, but latest 45 (forty-five) days before the end of the Subscription Renewal Term. The termination will be effective at the end of the then current Subscription Renewal Term.
13.5 Effect of termination. In the event the Subscription is terminated (i) as a result of false or fraudulent contact information provided by Customer; or (ii) as a result of a material breach of the conditions of the Subscription by Customer prior to the completion of the Subscription Initial Term or any Subscription Renewal Term, Customer shall pay Expivi the remaining balance of Subscription Fees, any Additional Fees (if any ) and any additional charges (if any) as set out in Article 4.2 owed for the entire Subscription Initial Term or, if then in effect, the entire applicable Subscription Renewal Term. Both Parties acknowledge that this payment represents a reasonable estimate of Expivi’s damages in the event of an early termination. In the event of termination of the Subscription for any reason, Customer’s access and use of the Platform shall cease immediately.
13.6 Platform Subscription Plan not used. Any Platform Subscription Plan not used during the Subscription Initial Term or any Subscription Renewal Term, will expire at the end of the Subscription Initial Term or, if then in effect, the applicable Subscription Renewal Term.
13.8 Survival. All provisions of the Subscription which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Each Party’s termination rights are in addition to any suspension rights it may have under the Subscription.
Article 14. Subscription Update
14.1 Subscription Updates. The Subscription may be updated at Expivi’s discretion, but only after providing 30 (thirty) days’ notice, after which it shall be effective. Such notice will be sufficient if provided to Customer either: (a) as a note on the screen presented immediately after completion of the log-in authentication credentials at the log in screen of the Platform or Customer’s Account, or (b) by email with read receipt to the email address provided by Customer. If Customer objects to any such changes, Customer’s sole recourse shall be to terminate the Subscription before the updated Subscription Effective Date by providing a written notice of termination to Expivi. Continued use of the Platform following such updated Subscription after such updated Subscription Effective Date, shall indicate Customer’s acknowledgement of such update and agreement to be bound by the updated Subscription. When Expivi changes the Subscription, the “updated” date above will be changed to reflect the publication date of the most recent version.
Article 15. General provisions
15.1 Entire agreement. Customer acknowledges that it has read the Subscription, understands its contents and understands that Customer is bound by its Subscription Terms and Conditions. Customer also agrees that the Subscription is the complete and exclusive statement of the agreement between Expivi and Customer which supersedes any proposal or prior agreement, whether oral or written, and any other communications between Expivi and Customer relating to the subject matter of the Subscription.
15.2 Applicable law. The Subscription and all matters arising out of or in connection with the Subscription shall be interpreted, construed and governed exclusively in accordance with the laws of the Netherlands.
15.3 Dispute resolution. In case of any disputes arising out of or relating to the Subscription, Expivi and Customer shall endeavour to settle such disputes amicably. If Expivi and Customer are unable to, the dispute shall be exclusively submitted to the jurisdiction of the competent courts of Oost-Brabant, location ’s-Hertogenbosch, the Netherlands, provided always that, in case Expivi is the plaintiff, Expivi may at its sole discretion submit any such dispute to the competent courts in the venue of Customer’s registered office or address.
15.4 Non-transferable Subscription. Customer may not assign the Subscription and/or any rights and/or obligations hereunder without the prior written consent of Expivi, which consent may be granted or withheld in Expivi’s sole and absolute discretion. Any attempted assignment without consent shall be void.
15.5 Successors. The Subscription will bind and inure to the benefit of both Parties and their respective heirs, personal and legal representatives, affiliates, successors and permitted assigns.
15.6 Material breach. In the event of a breach or threatened breach of the Subscription by either Party, the other shall have all applicable equitable as well as legal remedies.
15.7 Waiver. The failure by either Party to enforce any rights granted hereunder or to take action against the other Party in the event of any breach of the Subscription will not be deemed a waiver by that Party as to the subsequent enforcement of rights or subsequent actions in the event of future breaches.
15.8 Authorized representative. Both Parties acknowledge to be duly authorized and empowered to enter into and perform the Subscription.
15.9 Invalid provisions. If, for any reason, any provision of the Subscription is held invalid or otherwise unenforceable, such invalidity or unenforceability shall not affect the remainder of the Subscription, and the Subscription shall continue in full force and effect to the fullest extent allowed by law. Both Parties knowingly and expressly consent to the foregoing Subscription Terms and Conditions.