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General Terms & Conditions

Welcome to Soda! Below we've outlined our general terms & conditions. Please review these carefully.

Introduction

The present general terms and conditions of sale (hereinafter referred to as the "General Terms and Conditions") apply to the contractual relationship (hereinafter the "Agreement") between Soda Data NV, with registered office at 1000 Brussel, Rue Picard 7 and company number 0694.987.974 (hereinafter referred to as "Soda"), on the one hand, and Yourself, on the other hand, as a customer of Soda (hereinafter referred to as the "Customer"), hereinafter jointly referred to as the "Parties", in relation to any service that Soda provides (hereinafter referred to as the "Service"). The Agreement can be made either in the form of a written contract made between the Parties or through a purchase by the Customer via the website and/or the application developed, operated and maintained by Soda, available at www.soda.io, or on any other website or application through which the Service is offered (hereinafter referred to as the "Website) by means of the "Soda" proprietary platform (hereinafter referred to as the "Platform"). The Platform, the Website and the Service are hereinafter jointly referred to as the "Product".

The acceptance of the General Terms and Conditions by Customer and its continuous compliance herewith is a necessary precondition to place any order with Soda and a necessary condition for the performance of the Agreement by Soda.

By placing an order, creating a Soda account, but also by simply visiting the Website, the Customer declares to have read the General Terms and Conditions and to accept them unconditionally in all their provisions.

The General Terms and Conditions shall be binding upon Customer regardless of any stipulations to the contrary in a document issued by Customer. In case of conflict between the General Terms and Conditions and an order, Customer’s terms and conditions or any other document passed between the Parties in relation to the Product, the General Terms and Conditions shall prevail.

Soda reserves the right to modify the General Terms and Conditions in its reasonable discretion from time to time. Such modifications shall be deemed to be accepted by Customer provided that Soda notifies them to Customer. Continued use of the Service by Customer after such notification shall constitute Customer’s acceptance of the modification.

License and restrictions

By the Agreement Soda grants to Customer, and Customer accepts, the following license (hereinafter referred to as the "License"): (a) a non-exclusive, restricted, personal, non-transferable and a non-assignable license to use the Service in accordance with the Agreement and (b) a perpetual, exclusive, restricted, personal, non-transferable and a non-assignable license to use the Service results delivered in accordance with the Agreement, only for the purpose of Customers’ usual activities related to the management of its own business, including corporate and personnel matters.

The License is granted to Customer only and shall not be considered or construed to be granted to any subsidiary or holding company of Customer, unless otherwise agreed upon by Soda. Customer shall not transfer or sublicense the License to any person.

The Agreement does not grant and shall not be construed to grant to Customer any other right than the rights expressly granted by the Agreement. Any right that is not expressly granted to Customer hereunder is reserved by Soda.

The License is granted subject to Customer’s continuous compliance with the Agreement, including timely payment of the price, failing which Soda reserves the right to fully or partially terminate, deny or limit Customer’s access to the Product and/or to refuse, suspend, interrupt or terminate the License granted to Customer, without detriment to Soda’s rights hereunder and its right to claim compensation for losses, damages and costs it incurred.

With respect to the Service, the Customer shall not (attempt to) do the following and shall not assist any third party in doing the same by any means: (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, translate, adapt, alter or distribute all or any portion of the Service in any form or media; or (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make available the Service to any party, or (iii) access the Service or any part thereof for purposes of monitoring the availability, the performance or the functionality of the Service, nor for any benchmarking or competitive purposes; or (iv) translate, modify, adapt, alter, reverse compile or reverse engineer, decompile, disassemble or otherwise reduce to human-perceivable form all or any part of the Service; or (v) reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service or disclose any of the foregoing; or (vi) create internet “links” to the Service or any part thereof or "frame" or "mirror" the Service or any part thereof on any server or wireless or Internet-based device; or (vii) access or use the Service or any part thereof to build a competitive product or service or a product or service using similar ideas, features, functions or graphics as the Service or any part thereof or to copy any ideas, features, functions or graphics of the Service or of any part thereof; or (viii) take any action that would cause the Service to fall in the public domain.

Soda reserves the right to use all technical means to verify that the Customer complies with these restrictions.

Soda's obligations in relation to the Services

Subject to the terms and conditions of the Agreement, Soda shall provide the Service to Customer with reasonable skill and care and substantially in accordance with the Agreement. However, Customer recognizes that Soda may interrupt the Service (in whole or in part) for maintenance work purposes, including both scheduled maintenance work and unscheduled work in the event of an emergency.

Soda shall not have the obligation to (continue to) perform the Service in case of any (suspected) use of the Service by Customer contrary to the Agreement or Soda's instructions, of modification or alteration of the Services by any party other than Soda and shall be relieved of its obligations to perform the Agreement for the time that it is prevented from performing the Agreement as a result of any failure or delay by Customer to perform its obligations under the Agreement.

If the Service does not comply with the Agreement, Customer's sole and exclusive remedy shall be, at Soda’s discretion, the correction of the breach by Soda or the provision of Customer by Soda with an alternative means of accomplishing the desired performance.

The Customer accepts that all elements and functions of the Product may evolve and that Soda has the right, at its own discretion, to remove, modify or add any elements and functions or any other content to the Product, without any participation or notification to the Customer and without the Customer being entitled to any compensation for this reason. Soda however undertakes to inform the Customer in advance of any modification, suspension or discontinuation of the Product, if appropriate.

Customer's obligations regarding the Service

Customer shall provide Soda with all necessary co-operation and with access to all information as may be required by Soda for the performance of the Agreement, shall maintain all necessary consents and permissions necessary for Soda to perform the Agreement and shall perform its obligations under the Agreement in a timely and efficient manner, failing which Soda may adjust any agreed timetable or delivery schedule as reasonably necessary.

Customer shall ensure that its network, file and web transfer protocols and message structures and any other systems, as may be used in relation to the Product, comply with the required specifications as they may be provided by Soda from time to time and shall be solely responsible for procuring and maintaining the network and telecommunications connections between its IT-environment and the Platform and for all loss or damage due to events such as delays and delivery failures related to the said connections.

Customer shall abide by all applicable local, state, national and foreign laws, treaties and regulations with respect to its activities under the Agreement, including those related to data privacy, international communications and the transmission of technical or personal data.

Customer shall not (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws or facilitate any illegal activity, (ii) send or store unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, racially, discriminatory or ethnically offensive, infringing, threatening, libellous, sexually explicit or otherwise unlawful or tortuous material, including material that is harmful to children or that violates third party privacy rights; (iii) access, store, distribute or transmit material containing software viruses, worms, Trojan horses or other harmful computer codes, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of (any part of) the Product or of the data contained therein and (v) attempt to gain unauthorized access to the Product or its related systems or networks. In such events Soda reserves the right, without detriment to its right to claim compensation for losses, damages and costs effectively suffered, to disable without prior notification all Customer's access to the Product.

Customer shall prevent any unauthorized access to or use of the Service, the Service results, the Account, the password or log-in details and shall promptly notify Soda of such use as well as of any other breach of security known to or suspected by Customer. Customer shall be responsible and liable for all activity occurring under the Account. Customer represents that his representatives, and in particular his Account administrator, shall at all time fully comply with the Agreement and shall indemnify, defend and hold Soda, harmless from and against any damage, cost, claim, demand, lawsuit, cause of action or loss of any nature whatsoever, suffered or incurred by any of them, arising out of or in connection with the infringement of this representation.

Product and offer information

The Customer is free to consult the Website and make use of it to take note of the Products offered, without any obligation to purchase. In order to allow the Customer to place an order in a considered manner, Soda's offers always contain, to the best of its ability, within the limits of technological possibilities and in accordance with the best current market standards, the most complete and accurate information relating to the essential characteristics of the Products. Soda is not liable for any compensation on account of obvious errors in the provided product information.

Account

In order to use the Service, the Customer must register and create an account (hereinafter referred to as the "Account"). The Customer undertakes not to disclose its Account information to anyone else and only to use it within the framework of the Agreement. The Customer is solely responsible for maintaining the confidentiality and security of the Account and for all activities that take place on or through the Account. The Customer agrees to inform Soda immediately of any breach of the confidentiality or security of his Account. Soda is not responsible for any damage resulting from unauthorized use of the Account by the Customer.

When registering or using the Service, the Customer must provide Soda with correct and complete information and undertakes to update his registration details in order to keep them correct and complete. The Customer agrees that Soda has the right to store and use the registration data provided by the Customer to maintain the Service and invoicing.

Delivery

The Service is made available online. During the account creation process, the Customer will receive a login and password to access the Service.

Website

Soda only has a best efforts obligation with regard to access to the Website, the ordering process, the delivery or the Products. Soda does not guarantee the proper, uninterrupted or error-free operation of the Website, nor does it guarantee that this operation will be free of damage, corruption, attacks, viruses or manipulations. The Customer is aware of the need to have an appropriate IT infrastructure and to create backups in order to guarantee the operation of his IT infrastructure.

The information on the Website is of a general nature. The information is not adapted to personal or specific circumstances, and can therefore not be considered as personal, professional or legal advice to the user. Soda makes every effort to ensure that the information made available is complete, correct, accurate and up-to-date. Despite these efforts, inaccuracies may occur in the information provided. If the information provided contains inaccuracies or if certain information on or via the Website is (un)available, Soda will make every effort to rectify this as soon as possible. If you discover any inaccuracies in the information made available through the Website, you can contact the site administrator.

The Website may contain hyperlinks to websites or pages of third parties, or refer to them indirectly. The placing of links to these websites or pages in no way implies an implicit approval of their content. Soda expressly declares that it has no control over the content or other characteristics of these websites and can in no way be held responsible for their content.

Warranties

It is understood that Soda's performance of the Service is an obligation of means and that (any part of) the Service, including any information which might be provided via the Service, is provided on an “as is” basis.

Customer acknowledges and agrees that the Service and the Service results shall not constitute and shall not be construed to constitute as legal, commercial or managerial advice or any other type of advice by Soda to Customer. Customer shall use and interpret the Service and the Service results at its own risk and responsibility, may draw any conclusions from the Service results in its discretion and acknowledges and agrees that (i) he must not rely on the information provided via the Service and Service results as an alternative to legal, commercial or managerial advice or any other type of advice from other professional legal services providers, (ii) he should never delay seeking such advice, disregard such advice, or commence or discontinue any (legal) action because of information provided via the Service and the Service results.

Except as expressly provided herein or in the Agreement, Soda hereby disclaims all conditions, representations and warranties, whether express, implied, statutory or otherwise, to the maximum extent permitted by applicable law. Without limiting the foregoing, as such and among others (i) the Service and the Service result, and in general any service, good or information are provided by Soda without any warranties or representations, express or implied, including, without limitation, warranties of merchantability or fitness for a particular purpose, performance, non-infringement, timeliness, reliability, availability, accuracy, quality or completeness of the Service, of the Platform or of the Website or of any Data provided under the Agreement;  (ii) Soda does not warrant that the Service shall be uninterrupted, error-free or that it shall meet Customer’s or any other party’s specific needs, nor that a service, good or information provided by Soda under the Agreement shall be free from viruses, harmful components, errors or defects (nor that the said shall be corrected), nor that the Service, the Platform or the Website shall operate in combination with any other service, software, hardware, system or data and (iii) Soda shall have no liability for the (in)correctness of any data provided to it, used by it or provided by it under the Agreement and shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any data.

Liability

Each Party shall indemnify and hold the other Party harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with the former’s breach of the Agreement of the applicable law or of third party rights.

Without limiting the foregoing, Customer shall indemnify and hold Soda harmless from and against any and all claims, costs, damages, losses, liabilities and expenses arising out of or in connection with (i) any use by Customer of (any part of) the Service or the Service results, including unintended, improper or illegal use or use contrary to the Agreement, (ii) any claim brought by a third party against Soda as a result of the use of Customer data, (iii) any consequences of the use by Customer of any hardware or software not provided by Soda.

If a third party claim is brought against Customer for reason of infringement of that party’s right as a result of infringement by Soda of the Agreement, Soda shall defend and hold Customer harmless against the said claim if Customer notified the claim in writing to Soda not later than thirty (30) days after the receipt thereof setting forth in detail the circumstances of the claim and accompanied by a copy of all the received documents.

To the extent permitted under the applicable law, Soda shall in no event be liable for any incidental, special, punitive or consequential damages (including loss of profit and loss of business) incurred by Customer or by any other party in connection with the Agreement or for any work interruptions, damage to or loss of programs, data, equipment or software.

Intellectual Property

Except as explicitly provided herein, the Agreement does not intend and shall not bring or be construed to bring any change to the propriety of or licenses to any intellectual property rights of Soda and Customer shall not, as a result of the Agreement, be entitled to any claim with regard to any intellectual property rights to which, prior to the signing of the Agreement, it was not entitled. Soda is and remains the exclusive owner of all intellectual property rights that underlie or are incorporated, included or used in the Website, the Platform or the Service including all components of the Website and the Service, including the visual elements, the sound elements, the technology and source codes used, the information, logos, icons, digital downloads, calculations, plans, software, images, brands, models, slogans, graphic charters, advertisements, images, user interfaces, audio and video files, editorial content, scripts and software, contained on the Website or in the Service.

Whenever the Agreement awards to Customer certain rights or licenses to Soda’s intellectual property or if the purpose of the Agreement requires such rights or licenses, it is understood that they are awarded to Customer under the License limitations and that Customer's rights in relation to Soda’s intellectual property are at all time restricted to the extent that they are incorporated in the Service or the Service results under the terms and conditions set forth herein.

Without limiting the scope of the other provisions of the Agreement and without prejudice to Customer’s right to use the Service results under the License as set forth herein for Customer Operations, Customer shall not, without prior written authorization of Soda, copy, modify, make derivative works based on, disassemble, decompile, reverse engineer or translate anything that is protected by Soda's intellectual property rights nor remove, modify or obliterate any trademark, logo, name, notice, identifying number or coding applied to the Service provided by Soda under the Agreement.

Force majeure

Soda may not be held liable for a total or partial breach of its contractual obligations if and to the extent that the breach is due to force majeure or an event assimilated to force majeure. Events equivalent to force majeure include computer viruses, system breakdowns and technical breakdowns and defects in the computer infrastructure that would occur at Soda, the intrusion of unauthorized persons, a total or partial interruption of the means of communication, natural disasters, fire, and any other event that should be qualified as force majeure in accordance with law. In the event that Soda becomes aware of force majeure or of an event assimilated to force majeure which would render the execution of the Agreement impossible, Soda undertakes to inform the Customer accordingly. In the event that the situation of force majeure continues for more than 30 days, Soda will be entitled to unilaterally terminate the Agreement in writing, subject, where appropriate, to the obligation to repay to the Customer the part of the purchase price already paid by the Customer for the undelivered Service, without the Customer being entitled to any additional compensation whatsoever.

Termination

Without prejudice to Soda’s right to compensation for losses, damages and costs suffered and without prejudice to other provisions of the Agreement, Soda may terminate the Agreement at any time without any compensation being due to Customer if Customer: (i) fails to observe or breaches any of its material covenants, agreements or obligations under the Agreement in any material respect, provided that such breach continues for a period of thirty (30) days after receipt by Customer of notice of default specifying the nature of the breach and requesting to cure it; or (ii) makes any assignment for the benefit of creditors or files a petition in bankruptcy or is adjudged bankrupt or becomes insolvent or generally unable to pay its debts when due or is placed in the hands of a receiver or if the equivalent of any such proceedings occurs, provided that such termination is not contrary to legal provisions of public order applicable to Customer; or (iii) fails to maintain any authorization, license or permit of any nature that is required under the Agreement or by law to execute the Agreement as a result of which Customer is no longer authorized to receive the Service or execute the whole or a part of its obligations under the Agreement; or (iv) commits a serious breach of the Agreement, the breaches to the following obligations constituting such breach: unauthorized use of the Service, the Platform or the Website, breach of Customer’s obligations in relation to use of the Service or Account; non-payment of the price, breach of Soda’s intellectual property rights.