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Part-up Terms of Use - page  of

Terms of Use

Last updated February 25, 2016

Thank you for using our services (“Services”). These services are provided by Part-up B.V. (“Part-up”), located at Anna van Hannoverlaan 46, 2291 ZG, Wateringen, The Netherlands.

By using our services, You are explicitly agreeing to these Terms of Use. Please read them carefully, these terms can be found at https://terms.part-up.com. If You do not agree to these Terms of Use, You must not use the Services.

Any standard conditions or other conditions between You and other Uppers and/or a Part-up are separate from these Terms and no additions to or deviations from these Terms of Use shall apply to your use of the Part-up Website, which is completely and solely governed by these Terms.

If You are entering into these Terms of Use on behalf of a company or other legal entity, You represent that You have the authority to bind such entity to these Terms of or any other terms and conditions, in which case the terms “You” or “Your” shall refer to such entity.

For reference, a Definitions section is included at the end of these Terms of Use.

1.        License

Part-Up hereby grants You a non-exclusive, non-transferable right to use the Service, solely for Your own purposes, subject to these Terms of Use. All rights not expressly granted to You are reserved by Part-Up (and/or its licensors). You shall comply with any codes of conduct, policies, storage limitations, or other notices Part-Up provides you with or publishes in connection with the Service. You may not use the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes, or disclose the results of any such benchmark to any third party. Any rights not expressly granted herein are reserved.

You shall not:

  1. license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit the Service in any way, unless explicitly otherwise agreed in writing between Parties;
  2. modify or make derivative works based upon the Service, other than specified in the License;
  3. remove or modify any markings or notices of proprietary rights in the Service;
  4. reverse engineer the Service;
  5. send spam or otherwise duplicative or unsolicited messages in violation of applicable laws;
  6. send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;
  7. send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs;
  8. interfere with or disrupt the integrity or performance of the Service or the data contained therein; or
  9. attempt to gain unauthorized access to the Service or its related systems or networks;
  10. impersonate any person or entity, including, but not limited to, a Part-Up employee, Administrator, Owner, or other Member or Upper, or falsely state or otherwise misrepresent your affiliation with a person or entity;  
  11. upload, post, transmit or otherwise make available any of Your data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

You consent to use the Service in accordance with any technical- and usage limitations, including but not limited to the number of users, geography and traffic. During the term of the Agreement and for a period of three years following its termination, Part-Up may, after 30 days advance written notice, inspect and audit Your records to verify compliance with this Agreement, these Terms of Use and other policies. You agree to cooperate with the audit, provide us with reasonable assistance and access to information. Part-Up may remove or disable any public content at any time for any reason or for no reason at all. Part-Up is not responsible for the accuracy, appropriateness, or legality of Your Data, posts or any other information You may be able to access or post using the Services.

Part-Up reserves the sole right to shut down the Website, remove Content or any part thereof for any reason at any time without notice or consent. Part-Up will have no responsibility or liability for failure to store or delete any user Content posted to the Website barring legal prescriptions.

2.        Your Responsibilities

You are responsible for all activity occurring under Your accounts. You shall abide by all applicable laws, treaties and regulations in connection with Your use of the Service, including, without limitation, those related to data privacy, international communications and the transmission of technical or personal data. You shall treat the account information, access and identification codes as confidential and with due care.

You:

  1. shall notify Part-Up immediately of any unauthorized use of any password or account or any other known or suspected breach of security;
  2. shall report to Part-Up immediately and use reasonable efforts to stop immediately any copying or distribution of (parts of) Services that is known or suspected by You;
  3. shall not impersonate another Part-Up Upper or provide false identity information to gain access to or use the Service;
  4. warrant that You have full power and authority to enter into this Terms of Use;
  5. warrant that You own all Your data and the Content of your posts or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Part-Up) to perform its obligations) in connection with the Services without obtaining any further releases or consents;
  6. warrant that Your data and your other activities in connection with the Service, and Part-Up’s exercise of all rights and license granted by You herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.

3.        Communications

Part-Up provides as part of the Services the ability to communicate with other users of the Part-Up services, such as Uppers or Part-Up initiators.  By using the Service You agree not to:

  1. disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges using the Service;
  2. modify, adapt, or hack the Service, including by using any non-public Part-Up APIs, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
  3. use the Service to "stalk" or otherwise harass another; and/or
  4. collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above;
  5. use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation.

Part-Up provides an assessment system on the online platform via which users can express their opinion about other Uppers with whom they have participated in a Part-Up. Users are required to issue a truthful assessment, expressed in a balanced and objective manner. Part-Up has the right, but is not obliged, to delete assessment entries.

4.        Part-up’s Intellectual Property Rights

Part-Up alone, and its licensors where applicable, shall own all right, title and interest, including all related intellectual and/or industrial property rights and all other proprietary rights, in and to all Services of Part-up (including all its algorithms, user interfaces, know-how, techniques, designs, (textual) Content, and other tangible or intangible technical material or information) and any Feedback.

These Terms of Use are not a sale and does not convey to You any rights of ownership in or related to the Service or the intellectual property rights owned by Part-Up. The Part-Up name, the Part-Up logo, and the product names associated with the Service are trademarks of Part-Up or third parties, and no right or license is granted to use them.

Part-up may use Your logos and reference Your name and the nature of the Services provided hereunder in Part-Up marketing efforts, including on the Part-Up Website.

Content posted on the Website by Uppers will be treated as non-confidential and non-proprietary, and immediately become the property of Part-Up.  Part-Up may use such user Content as it deems fit, anywhere in the world, without obligation for compensation, and free of any moral rights, intellectual property rights and/or other proprietary rights in or to such user Content.

5.        Privacy & Security

Part-Up will make commercially reasonable efforts to ensure that all facilities used to store and process Your data meet a high standard for security. Part-Up’s Privacy Policy forms an integral part of this Agreement with You and may be viewed at https://privacy.part-up.com. Personal information provided or collected through or in connection with the Service shall only be used in accordance with our Privacy Policy. These Terms of Use are subject to Part-up’s Privacy Policy. Part-Up reserves the right to modify its privacy and security policies in its discretion from time to time.

You are solely responsible for your conduct (including by and between all users), the Content of Your data, and all communications with others while using our Services.

By providing Part-Up Your email address You consent to our using the email address to send You Service-related notices, including any notices required by law, changes to features of the Service and special offers.

Part-Up’s implementation, development and operations teams shall have the right to access and use Your account information, and Customer Data for the purpose of delivery of the Service, respond to Service or technical problems, on Your request, or to provide Professional Services. Part-Up shall be entitled to change the account, access- and identification codes assigned.

Please consider carefully what You share or make public.

6.        Freemium use

Part-Up may offer a portion or specific editions of the Service free of charge. It is at the sole discretion of Part-Up to specify the conditions for free use and Part-Up reserves the right to modify these conditions of free use unilaterally at any time.

If You use Part-Up services at a charge, You will be required to select a payment plan and provide Part-Up with accurate information regarding Your payment instrument. You will promptly update Your account information with any changes in Your payment information. You agree to pay Part-Up in accordance with the terms set forth on the Website and these Terms of Use, and You authorize Part-Up to bill Your payment instrument in advance on a periodic basis in accordance with such terms.  

If You dispute any charges You must let Part-Up know within sixty (60) days after the date that Part-Up invoices You. All amounts paid are non-refundable and Part-Up reserves the right to change the prices unilaterally at any time in the future.

7.        Representations & Warranties

Part-Up shall implement commercially reasonable technical and organizational measures to secure availability, confidentiality and integrity with respect to the Services, the Customer Data and personal information. However, unless explicitly otherwise agreed in writing between parties, the Services are provided on an “as is” and “as available” basis, without warranties of any kind and the Services are accessed or used by You at Your own risk and without any right to support, maintenance, updates or any other services. Part-Up and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service. Part-Up and its licensors do not represent or warrant that;

  1. the use of the Service will be secure, timely, uninterrupted or error-free in combination with any other hardware, software, system or data,
  2. the Service will meet Your requirements or expectations,
  3. any stored data will be accurate or reliable,
  4. the quality of any products, services, information, or other material purchased or obtained by You through the Service will meet Your requirements or expectations,
  5. I errors or defects will be corrected, or
  6. the Service or the server(s) that make the Service available are free of viruses or other harmful components.

All conditions, representations and warranties, whether express, implied statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third Party rights, are hereby disclaimed to the maximum extent permitted by applicable law by Part-Up (and/or its licensors). The Service may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Part-Up is not responsible for any delays, delivery failures, or other damage resulting from such problems.

Part-Up shall not be responsible for any Customer Data other than it is obliged by applicable law. You, not Part-Up, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and Part-Up shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Part-Up reserves the right to establish or modify its general practices and limits relating to storage of Customer Data. You represent and warrant that You have not falsely identified Yourself nor provided any false information to gain access to the Service.

8.        Limitation of Liability

Although care has been taken to ensure the accuracy of the information on the Website, Part-Up assumes no responsibility therefor.

IN NO EVENT SHALL PART-UP’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THE SERVICE AND/OR THESE TERMS OF USE AND/OR ANY AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO PART-UP TO USE THE SERVICE DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE CLAIM. IN NO EVENT SHALL PART-UP AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OR COSTS OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE AND/OR THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, EVEN IF PART-UP AND/OR ITS LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE REASONABLY FORESEEN THEM. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS.

Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, PART-UP’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

9.        Indemnification

You shall defend, indemnify and hold harmless Part-up, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses (including professional/attorneys’ fees, and litigation costs) arising out of or in connection with:

  1. a (alleged) claim that You violate any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights;
  2.  a claim arising from the breach by You or Your Users of the Agreement or these Terms of Use or any law, rule, regulation or treaty;
  3. third-party claims on account of (product) liability due to a deficiency in a Service delivered by You to a third party that consisted in part of hardware, software, websites, databases or other materials supplied by Part-up.

10.        Notice

Part-up may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on record in Part-up’s account information, or by written communication sent by first class mail or pre-paid post to Your address on record in Part-up’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to Part-up (such notice shall be deemed given when received by Part-up) at any time by any of the following:  letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Part-up at the following address: Part-up BV, Anna van Hannoverlaan 46, 2291 ZG, Wateringen, The Netherlands, in either case, addressed to the attention of: Part-up Founders.

11. Assignment; Change in Control

Neither Agreements nor (the rights delivered from) these Terms of Use may be transferred or assigned by You without the prior written approval of Part-up. The obligations arising from these Terms of Use and/or Agreements may be assigned by Part-up without notice to You and without Your consent. Any transfer or assignment in violation of this section shall be null and void. Any actual or proposed change in control of You that results or would result in a direct competitor of Part-up directly or indirectly owning or controlling 50% or more of You shall entitle Part-up to terminate the Agreement or (any rights delivered from) these Terms of Use for cause immediately upon written notice.

12. Force Majeur

Part-Up may not be available force majeure. Insofar as not already included, force majeure includes instances of strikes, company sit-ins, blockades, embargoes, government measures, war, revolution and/or any similar state, power failures, faults in electronic communication lines, cable breaks, fires, explosions, water damage, lightning damage, natural disasters, flooding and/or earthquake, shortage of and/or sickness of personnel and non-fulfillment by suppliers of Part-up or force majeure on the part of suppliers of Part-up.

13. Pricing & Delivery Times

All agreed prices and rates may be increased on 1 January each year in accordance with the most recently published price index published by Statistics Netherlands (CBS) for collectively bargained wages in the business services sector. These price increases give You no right to cancel the Agreement. Part-Up reserves the right to increase the agreed prices and rates once a year over and above the annual price index-linking subject to notification of You at least four weeks in advance. All delivery times, cost estimates and budgets issued by the Part-Up shall be merely indicative, unless explicitly otherwise agreed in writing between the Parties.

14. Termination

An Agreement concluded for a fixed term shall be tacitly renewed on expiry of the contractual term by one year, unless a Party has terminated the Agreement by giving written notice two months prior to expiry of the initial contractual term or renewal period.

An Agreement concluded for an open-ended term may be terminated by either Party, subject to prior consultation, through written notice that states the reasons for termination. Termination will take place on the first day of the month following the written notice and cannot take place until after expiry of the minimum term if one has been agreed. If You cancel a Service prior to expiry of the contractual term (minimum or otherwise), Part-up shall be entitled to the remaining charges that would have been owed if the Agreement had not been cancelled in the interim.

Part-up shall be entitled to terminate any Agreement and/or the providing of Services in part or in full, with immediate effect, in writing, without notice of default if:

  1. You are granted a moratorium of payments, provisionally or otherwise,
  2. a winding-up petition is filed in respect of You,
  3. Your company is wound up or terminated for reasons other than reconstruction or the merger of companies
  4. You are violating these Terms of Use, any Agreement or any other applicable terms or conditions.

Part-Up shall under no circumstances be obliged to reimburse any sums of money that have already been received or to pay any compensation in the event of such termination. You agree that Part-Up may terminate the providing of any free Services at any time, for any reason and without prior notice. You agree that Part-Up shall not be liable to You and/or any third party for any modification, suspension, or termination of the Service. The following Sections shall survive the termination and/or expiration of this Agreement: Sections 3 (Your Intellectual Property Rights); 4 (Part-Up ’s Intellectual Property Rights); 7 (Representations & Warranties); 8 (Limitation of Liability); 9 (Indemnification); and 16 (Final Provisions).

15. Modification to Terms

Part-up reserves the right to modify these Terms of Use and its policies relating to the Service at any time and without notice, effective upon posting of an updated version of these Terms of Use on the Service. You are responsible for regularly reviewing these Terms of Use. Continued use of the Service after any such changes shall constitute Your consent to such changes.

Part-Up reserves the right to discontinue or make changes or updates with respect to or in the Content of the Website or the format thereof at any time without notice. Part-Up reserves the right to terminate, restrict or refuse access of any person to the Content or part thereof effective immediately without notice at any time and for any reason whatsoever in its sole discretion.

16. Final Provisions

Dutch law shall govern Agreements and these Terms of Use. The application of the United Nations Convention on Contracts for the International Sale of Goods 1980 is excluded under all circumstances. Any disputes between Parties arising from or related to Agreements or these Terms of Use shall be exclusively submitted to a court of law with jurisdiction in The Hague, The Netherlands.

These Terms of Use, together with any other legal notices and Agreements shall constitute the entire Agreement between You and Part-up concerning the delivery of Services. If (parts of) provisions in these Terms of Use, Agreements or annexes are or become unlawful, invalid or unenforceable, the surviving provisions or the valid part of the invalid provision shall remain fully in force and enforceable, without any consequences for the other obligations of Parties. The unlawful, invalid or unenforceable provision shall be deemed replaced by a provision that as far as possible has the same legal and commercial purport.

17. Definitions

“Agreement”, “Contract”: the arrangements agreed in a form or a document or in some other way, under which Part-up will deliver the Services or any other products or services defined therein.

“Content”: the audio and visual information, documents, software, products, services, proprietary tools, source code samples, generic templates and reusable components, app store content, libraries, know-how, techniques and expertise, contained or made available to You in the course of using the Service.

“Customer Data”: any data, information or material, including posts, comments, documents, project information, models, applications, templates, code, widgets, themes, application data, user information and account information, provided, submitted, created, saved, added, uploaded or made available by You to the Service in the course of using or accessing the Service, except Services (or parts thereof) and Feedback.

“Customer Deliverables”: means deliverables that are provided by Part-Up as part of Professional Services that: (i) constitute Customer Data, or a modification, translation, abridgment or adaptation of Customer Data, or (ii) are expressly identified as being owned by You in the applicable Order Form or SOW, The term “Customer Deliverable(s)” does not include Content.

“Feedback”: any suggestions, ideas, enhancement (requests), recommendations or other feedback provided by You or any other party relating to the Services.

“Part-Up”, “Us”, “Our”, “We”: “Part-Up B.V.” (a corporation under the law of the Netherlands) and/or any affiliated or subsidiary company.

“Party”, “Parties”: You or Part-Up individually (‘Party’) or together (‘Parties’).

“Professional Services”: fee based consulting, quality assurance or training services Part-Up may perform pursuant to a statement of work (“SOW”) or Order Form issued pursuant to these Terms of Use. Each SOW or Order Form shall be deemed part of and subject to these Terms of Use.

“Service”, “Services”: means all products, services of Part-up, including but not limited to websites, Apps, Content (as defined above), applications, other software, platform as a service, documentation and manuals, except Customer Data.

“Terms of Use”: these Terms of Use, together with the documents referred to in these Terms of Use.

“You”, “User(s)”: anyone who entered into an Agreement with Part-Up or uses or accesses a Service of Part-Up, including Your employees, representatives, consultants, contractors or agents who are authorized to use or access the Service of Part-up or have been supplied user identifications and passwords by You (or by Part-Up at Your request), even if no charge is due or registration is needed.

18. Questions or Additional Information

If You have questions regarding these Terms of Use or wish to obtain additional information, please contact us via https://part-up.com.

Part-up
Spaarneplein 2, 2515 VK Den Haag
The Netherlands

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