You and Aqua2Life are hereinafter jointly referred to as the "Parties" and each separately as a "Party".
This Agreement governs Your use of any products and services provided by Aqua2Life.
By using the Platform in any way, You acknowledge, represent and warrant that You have reviewed and accept this Agreement and, if You have indicated that You act on behalf of an entity, are authorized to act on behalf of such entity.
If You do not wish to be bound by this Agreement, do not use, access or register with the Platform.
You may use the Platform subject to the terms and conditions of this Agreement and any policies of Aqua2Life as in force from time to time as posted on the website of the Platform at Aqua2Life.com.
Aqua2Life does not assume any responsibility or liability for any business, transactions and activities carried out on the Platform. The Platform may not be used for business, transactions and activities that are illegal. Furthermore, You agree not to use the Platform in any other way that harms or may harm the reputation of Aqua2Life, or which may endanger the provision of the Platform to other parties.
You are solely responsible and liable for any business, transactions and activities carried out on the Platform.
You are solely responsible for any content created for or posted on the Platform.
You are solely responsible for your activities on the Platform in accordance with all applicable laws, rules and regulations and the terms and conditions of this Agreement.
Aqua2Life reserves the right to remove any and all content from the Platform or temporarily suspend you from the use of the Platform when such removal or suspension is necessary to remove content that is not compliant with the terms and conditions of this Agreement from the Marketplace.
The Platform is based on the Aqua2Life's software platform and will evolve as the platform gets updated. Aqua2Life shall have the right to change the Platform or any part thereof at any time. Aqua2Life shall use reasonable efforts to inform You in advance of any material changes that may affect Your use of the Platform in an adverse way. If You do not wish to use the changed Service, You may terminate Your use of the Platform and this Agreement effective as of the date on which such changes to the Platform would take effect by informing Aqua2Life of the termination prior such date.
Any and all intellectual property rights to any material You have provided to the Platform shall remain Your sole and exclusive property. You grant Aqua2Life a perpetual, irrevocable, royalty-free, non-exclusive, sublicensable and transferable license to use, copy, reproduce, modify, make available and distribute such material for the purposes of making available the Platform.
You may, at any time during the term of this Agreement, request that Aqua2Life provides You with a copy of the material provided by You. Such material shall be provided by making it available to You in a reasonable manner separately agreed by You and Aqua2Life. Aqua2Life shall have the right to invoice you any reasonable expenses incurred by Aqua2Life as a result of making the material available to You.
You agree to indemnify, defend and hold Aqua2Life, its affiliates, subsidiaries, directors, officers and employees (collectively “Indemnified Person(s) “) harmless from and against any and all third party claims and any related liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from Your breach of the terms and conditions of this Agreement or in relation to the Platform or any business, activity or transactions carried out or performed on the Platform.
The Platform is provided on an “as is” basis, and Your sole recourse in any case of Your dissatisfaction with the Platform is to terminate this Agreement in accordance with section 5 below. Aqua2Life makes no warranty, express or implied, and expressly disclaims the warranties or conditions of availability, correctness, non-infringement, merchantability, and fitness of the Platform for any particular purpose.
In no event shall Aqua2Life be liable for any consequential, special, indirect, exemplary, or punitive damages (including without limitation loss of profits or damages caused due to decrease or interruption in turnover or production) whether in contract, tort or any other legal theory, even if Aqua2Life has been advised of the possibility of such damages.
The total aggregate liability of Aqua2Life under this Agreement is limited to the maximum amount of the liability insurance Aqua2Life has obtained.
Without limiting the foregoing, Aqua2Life shall not have any liability for any failure or delay resulting from any condition beyond the reasonable control of Aqua2Life, including but not limited to: strikes or other labor conditions; fire, thunderstorms, incidents of severe weather and natural disasters; outages of power, network or network connections; failures, breaches, delays or nonperformance of cloud service providers or other suppliers used in connection with the Platform.
Either Party may terminate this Agreement for cause by a written notice to the other Party, in case such other Party is in material breach of this Agreement and has not remedied such breach within 14 days of the receipt of a written notice detailing such breach.
Aqua2Life may terminate this Agreement without any liability at any time by a 14 days' written notice.
Any Sections of this Agreement that by their nature are intended to survive the termination of this Agreement, shall so survive.
Aqua2Life may use general information (such as the name and/or logo) related to You and the Platform in its marketing of the Platform. You may present Yourself on the Platform and in public as a user of the Platform pursuant to good business practices and reasonable guidelines submitted by Aqua2Life from time to time.
Aqua2Life may change the terms and conditions of this Agreement at any time by posting the changed information and documents at Aqua2Life.com and by using its reasonable efforts to inform You of the change via email, at Aqua2Life.com or otherwise. Should You not wish to continue the use of the Platform under the amended Agreement, You can terminate this Agreement to end on the date on which the changes would take effect by informing Aqua2Life of the termination before such date. By continuing to use the Platform following such changes You agree to be bound by the amended Agreement. Any other modifications to this Agreement must be made in writing executed by both Parties.
This Agreement (together with a possible separate written agreement referring to and incorporating these terms and conditions) constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all proposals, oral or written, all previous negotiations, and all other communications between the Parties with respect to the subject matter of the Agreement.
For the avoidance of doubt, third party terms and conditions may be applicable to the Platform or parts thereof if such third party services are used by You as a part of the Platform. In such case any third party terms and condition shall be solely applicable to such third party services.
Nothing in this Agreement shall be construed as creating a partnership, agency, joint venture or any legal entity between Aqua2Life and You. Aqua2Life is not acting as Your representative or agent with respect to the Platform. The relationship between Aqua2Life and You is one of independent contractors.
For the avoidance of any doubt, You may not make any commitments on behalf of Aqua2Life.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the Parties’ intention, and the remaining provisions of this Agreement will remain in full force and effect.
You may not assign this Agreement or any of Your rights and obligations hereunder to any third Party. Aqua2Life may assign this Agreement and any of its rights and obligations under this Agreement to its affiliate or a third party at any time without notice.
This Agreement shall be governed by the laws of the Netherlands, excluding its choice of laws provisions.
Any dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or validity thereof, shall be finally settled by the District Court of Oost-Brabant.