This Agreement is for a registered "Client" only (ENTITY OR PERSON, hereinafter collectively referred to as "YOU" or "YOUR" or "USER" or "CLIENT"). By registering as a Client or by using any of the services to which this Agreement applies, you accept and agree to this Agreement as a binding contract. YOUR CLICKING "I ACCEPT" (or "Start Now" or "Create Account") CONSTITUTES ACCEPTANCE OF ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.
D-Sight sa, having its legal office at 11 Clos des Chênes, 1170 Brussels, Belgium (hereinafter referred as "D-SIGHT") has developed its D-Sight CDM, Sourcing and Portfolio software and is willing to allow the Client to remotely interact with and use the software as a Software as a Service (hereinafter referred to as "SaaS") solution under the terms and conditions of this Agreement.
Client desires to remotely use the latest version of the software as a SaaS solution as described in this Agreement. To do so, an account must be allocated to the Client and maintained, which allows the Client to access the services and remotely use the Software conforming to this Agreement (hereinafter referred as the "Services").
This Agreement is a temporary agreement which must be renewed at the end of each running terms in order to keep access to the Services.
If the Client is a corporation or entity other than a natural person, then the permitted users of the Services under this Agreement may be any employees of the Client. If the Client is a natural person (i.e. an individual human), then the Client is the only permitted user of the Services under this Agreement.
The "Software" means the D-SIGHT's SOFTWARE and such other computer programs, if any, that D-SIGHT elects to include in the SaaS solution provided to the Client under this Agreement.
Subject to the terms and conditions of this Agreement and Client's compliance with them, D-SIGHT grants to Client an access to the Services as described in this Agreement and a right to use the Services. The Software will be resident on D-SIGHT Computers (defined below). Client will remotely use the Software from Client's Computers (defined below) through compatible web browsing software resident on Client's Computers. The Software accessed by Client in this manner will be made accessible by D-SIGHT Computers through the Internet to Client's Computers for use by Client on Client's Computers. Except for uploading of Client Data (as described in Section 2.1), Client may not upload or store any data, computer programs, or other subject matter on D-SIGHT Computers.
Client may use the Software and Services only by and through Client's permitted user(s) and only in accordance with the Subscribed Plan (see section 7).
"D-SIGHT Computers" will mean the server(s) and any other computer(s), storage media, hardware and system(s) selected or designated by D-SIGHT for the storage and execution of the Software for the purpose of allowing Client remote interaction and use of such Software under Section 1. The Software will be made accessible as a SaaS solution from or by the D-SIGHT Computers to Client's Computers (see Section 1.6).
D-SIGHT Computers are not dedicated exclusively to the Software or Client. D-SIGHT Computers may be located at D-SIGHT's or its contractor's site(s) (e.g., a D-SIGHT or third party data center). D-SIGHT might not be the owner of the D-SIGHT Computers, and their use by D-SIGHT might be subject to a service contract with a third party.
"Client's Computers" will mean computers functioning as Internet clients, desktop PCs, or workstations that are in the possession and control of Client and used by Client to access the Services and use the Software as described in this Agreement.
Client, at its expense, will be responsible for procuring, installing, and maintaining Client's Computers (including system software), compatible web browsing software, Internet access, data feeds, telecommunications, networks, peripherals and any other items and services needed by Client's Computers to access (via the Internet) D-SIGHT Computers and use the Software running on D-SIGHT Computers and Client Data resident on D-SIGHT Computers, and will follow D-SIGHT's then-current reasonable specifications and guidelines with respect to the foregoing. Updates to the foregoing may be required from time to time as described in update notices from D-SIGHT. Client is responsible for procuring and installing such updates.
Client is not entitled to receive any copy of any of the Software in any form (source code, object code, executable code, or other form). The License is strictly limited to remote access via the Internet, as a SaaS solution as described above.
The Software and any modification thereof, and the copyrights and intellectual property in and to the Software and Services and any modification thereof, are the property of D-SIGHT (and its licensors, if any, to the extent that the Software or Services include any computer programs or intellectual property licensed by such licensors to D-SIGHT for inclusion in or with the Software or Services). D-SIGHT does not and will never assign or convey ownership of any copyright, patent, trade secret or other intellectual property to Client.
"Feedback" means any fixes, recommendations, ideas, improvements, enhancements, inventions, features, functionality, suggestions, methods, and contributions relating to the Software or Services that are communicated by Client or any of its personnel to D-SIGHT. D-SIGHT will have the irrevocable right and license to make, use, sell, copy, implement, disclose and commercialize any Feedback without any obligation to account to Client or its personnel.
"Client Data" means the data of Client that are uploaded by Client to D-SIGHT's Computers as part of the licensed use of Licensed Software. Uploading of Client Data must be in accordance with D-SIGHT's then-current reasonable specifications and guidelines. Such Client Data will be kept confidential by D-SIGHT (and its contractors, if any). It is Client's responsibility to maintain its own adequate back-ups of such Client Data in order to ensure continued use, security and retention. Client warrants that Client Data and the uploading and storage of such data will not infringe, misappropriate or violate the rights or intellectual property of any third party. Client is responsible for the accuracy, integrity, completeness and content of Client Data. D-SIGHT will have no responsibility for any loss of Client Data.
Client must not disclose any personally identifiable information (PII), protected health information (PHI), payment card information (PCI) or any other personal information in violation of any law, regulation or government order or the rights of any person. Client will indemnify D-SIGHT and its officers, managers, employees, contractors, owners, and representatives against, and hold them harmless from, any such violation and any claims of such violation, and any judgments, settlements, damages, awards, expenses, costs, losses, and attorneys' fees.
Client shall be responsible to maintain adequate technical and procedural access controls and system security requirements and devices to ensure that there is no unauthorized or improper access to or use of Software or D-SIGHT Computers or violation of data privacy or confidentiality from, by or through any equipment, computers, networks, communication links or devices, offices, facilities, employees, agents, representatives, contractors, visitors, customers or affiliates of Client. D-SIGHT will not be responsible or liable for any unauthorized or improper access to or use of the Software or any Client Data where such access or use originates outside of D-SIGHT Computers or from, by or through any equipment, computers, networks, communication links or devices, offices, facilities, employees, agents, representatives, contractors, visitors, customers or affiliates of Client. Client will also be responsible for implementing and maintaining virus detection, quarantine, and eradication capabilities and other similar protections for its computers, software and systems. These capabilities and protections are not provided by D-SIGHT.
User IDs (e.g., logins), passwords and access to the Services and Client Data residing on D-SIGHT Computers will be administered and governed by D-SIGHT's then-current reasonable guidelines and procedures. Client is responsible for any and all activities that occur under its account and for the confidentiality of all User IDs and passwords of users and for the confidentiality of any other security-related information disclosed to Client. Client must safeguard such User IDs, passwords, and security-related information. Client must notify D-SIGHT of any known unauthorized use of Client's account and any other breach of security relevant to this Agreement or D-SIGHT.
Client will keep confidential, and will not use for any purpose other than this Agreement, any information disclosed by D-SIGHT to Client about, or that is learned or observed by Client from, the Software or any of the technologies, methodologies, equipment, software or processes used by D-SIGHT. Client does not have any obligation of confidentiality under this paragraph with respect to information that is publicly known or becomes publicly known through no disclosure, act or negligence of Client.
Client warrants that Client will not access or use any of the Software or Services for any unlawful, dishonest, disreputable, illegitimate, or immoral purpose and will not disparage D-SIGHT or its Licensed Software or Services to others.
D-SIGHT is not obligated to provide any support or training to Client or to maintain or update the Software. However, if and to the extent that D-SIGHT elects to do so, D-SIGHT may make telephone support and e-mail support available to Client to support Client's granted use of the Software and may implement fixes, updates, etc. as described in Section 3.2.
The Agreement includes any maintenance fixes, patches, and updates to and new versions of Software that D-SIGHT elects to install on the D-SIGHT Computers and include in the access grant of Section 1.1. All such maintenance fixes, patches, updates, and new versions will become part of the Software. Client's rights will only apply to the then-most-current version of the Software installed on, and available to Client from, the D-SIGHT Computers. Prior or out-dated versions of the Software (and any maintenance fixes, patches, work-arounds, and updates to such prior or out-dated versions) may be discontinued by D-SIGHT.
For all Commercial Versions (see Section 7) and during the term of this Agreement, Client should pay D-Sight the monthly fees (plus VAT where applicable).
Our charges for monthly plans are posted on our Website and may be changed from time-to-time. Payments are due for the full month for which any part of the month is included in the "Term." Payments are due for any month on the same date, or the closest date in that month, to the date of the month you signed up with us and made your first monthly payment (the "Pay Date"). For any month for which you have already paid, for which you increase either your number of users or the number of projects to an amount that causes you to go to another pricing level, except as otherwise provided in this Agreement, you will be required to pay at the higher level on or before the Pay Date for the following month. If the Term ends before such payment is due, you will still be required to make one payment at the higher level.
As long as you are using our Services or have an outstanding balance with us, you agree to at all times provide us with valid credit card information and authorize us to deduct the monthly charges against such credit card and to replace the information for any credit card that expires with information on a different valid credit card. Any individual using a credit card represents and warrants that he or she is authorized to use such credit card and that any and all charges may be billed to such credit card and will not be rejected.
Whenever you increase the number of users or the number of projects so that you are at a more expensive level, we may, at our sole discretion, require you to pay the difference in the monthly payment as soon as the upgrade occurs.
Subscriptions to paid Services are available on monthly subscription plans. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. The subscription fee will be charged to the Credit Card last used by you. If you would like the payment for the renewal to be made through a different Credit Card or if you want to change the mode of payment or if you do not wish to renew the subscription, you agree to inform us at least seven days prior to the renewal date.
D-SIGHT reserves the right to change the subscription fee and to charge for use of Services that are currently available free of charge. You will not be charged for using any Service unless you have opted for a paid subscription plan.
We are required to provide a refund only if we terminate our Services to you without cause before the end of a month for which you have paid. There is no other circumstance in which you will be entitled to get a refund from us. We may, at our sole discretion, offer refunds in other situations subject to any Client seeking such refund applying for the refund in accordance with the requirements we post on the website, which may be changed from time to time. Refunds are being paid within 30 (thirty) days after access to our Services has been revoked.
When payment is not made by credit card, terms of payments might differ from monthly billing. Default payment period for wire transfer is set to six (6) months.
When payment of any invoice is overdue, D-SIGHT may:
If D-SIGHT is forced to take legal action to recover overdue payments, the Client shall be responsible for all costs and disbursements incurred by D-SIGHT on a full indemnity basis.
D-SIGHT MAKES NO WARRANTY, REPRESENTATION OR PROMISE NOT EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT AS EXPRESSLY WARRANTED IN THIS AGREEMENT, THE LICENSED SOFTWARE AND SERVICES ARE PROVIDED ON AN "AS IS" BASIS. D-SIGHT DISCLAIMS AND EXCLUDES ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. D-SIGHT MAKES NO WARRANTY WITH RESPECT TO ANY HARDWARE, SOFTWARE OR PRODUCT OF ANY THIRD PARTY. ALL USE OF AND RELIANCE ON THE LICENSED SOFTWARE AND SERVICES BY LICENSEE OR UNDER THIS AGREEMENT ARE AT THE SOLE RISK OF CLIENT.
D-SIGHT WILL NOT IN ANY CASE BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, EXEMPLARY, OR PUNITIVE DAMAGES OR FOR LOSS OF PROFITS, REVENUE, OR BUSINESS, EVEN IF D-SIGHT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
D-SIGHT IS NOT RESPONSIBLE FOR LOSS OF USE OF ANY WEBSITE, INTERNET ACCESS, HARDWARE OR SOFTWARE, LOSS OF DATA, COSTS OF RE-CREATING LOST DATA, THE COST OF ANY SUBSTITUTE PERFORMANCE, EQUIPMENT, SOFTWARE, OR SYSTEM, OR CLAIMS BY ANY PARTY OTHER THAN CLIENT.
THIS AGREEMENT, AND SECTION 5 IN PARTICULAR, DEFINES A MUTUALLY AGREED UPON ALLOCATION OF RISK.
IN ANY CIRCUMSTANCES, D-SIGHT'S AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SOFTWARE OR SERVICES (REGARDLESS OF THE FORM OF ACTION OR CLAIM - E.G. CONTRACT, WARRANTY, TORT, MALPRACTICE, AND/OR OTHERWISE), WHICH CANNOT OTHERWISE BE EXCLUDED BY LAW, WILL NOT EXCEED THE AMOUNTS PAID BY CLIENTS FOR THE SERVICES PROVIDED DURING THE LAST 6 MONTHS BEFORE THE SENDING OF AN OFFICIAL NOTICE TO D-SIGHT.
Client acknowledges that the Software is not necessarily complete or free of error and that Client is cautioned and expected to verify any results or work product obtained through use of the Software or Services. D-SIGHT will not have any liability for any representation, warranty or condition, express or implied, with respect to any products, technology or services offered, sold, licensed or provided to others, directly or indirectly by Client (including any of Client's employees, agents, representatives, employer, and contractors). Client shall indemnify D-SIGHT and its officers, directors, employees, shareholders, and representatives against, and hold them harmless from, any and all claims by any agent, representative, contractor, client, customer, employer, or third party arising out of any use of or reliance on any Software or Services, and any liabilities, judgments, awards, settlements, damages, losses, attorneys' fees, and costs arising from or attributable to such claims.
The Software and the Services are not intended for, and the access grant does not include, and Client will not use any of the Software or Services for any application that is of a hazardous nature or that has the potential of injury to or death of persons.
The warranties made by D-SIGHT in this Agreement, and the obligations of D-SIGHT under this Agreement, run only to Client and not to any other persons. Under no circumstances shall any other person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement. Client shall have no rights or remedies against D-SIGHT except as specifically provided in this Agreement. D-SIGHT shall not be deemed Client's official record keeper for regulatory or other purposes and shall have no obligation to retain any records or data on Client's behalf.
The limitations, disclaimers and protections of Section 5 may be extended by D-SIGHT to any third party who licenses or provides to D-SIGHT any software, data, services, products, or intellectual property relevant to the Software, Services or this Agreement.
This Agreement is not assignable or transferable, except that this Agreement may be assigned or transferred by D-SIGHT to any third party who acquires substantially all of D-SIGHT's intellectual property in and to the Software.
This Agreement will be governed by the laws of Belgium without giving effect to conflict or choice of law principles. Any dispute in connection with the validity, the interpretation or the execution of this Agreement, which cannot be resolved by mutual agreement, shall be submitted to the arbitration of CEPANI (Centre Belge d'Arbitrage et de Mediation - Belgian Center for Arbitration and Mediation). The place of arbitration shall be Brussels, Belgium and the language of arbitration shall be French.
D-SIGHT is not liable for any loss or damage that you may suffer because of any: act of God ; power cut; power surge; trade or labour dispute or shortage, terrorist attack, illness or pandemic, act, failure or omission of any government or authority; power surge or power loss; obstruction or failure of telecommunication services; or any other delay or failure caused by a third party. In such an event, we reserve the right to cancel or suspend the Website and/or our Services without incurring any liability.
It is understood that downtime of D-SIGHT Computers and Software for maintenance, re-location, and other purposes will be necessary from time to time and that unintended interruptions and unscheduled downtime may also occur and are not a breach of this Agreement.
Any waiver under this Agreement must be in writing and any waiver of one event will not be construed as a waiver of subsequent events.
This Agreement represents the wording selected by the Parties to define their agreement and no rule of strict construction will apply against or in favor of either Party.
Neither Party is the partner, joint venturer, agent or representative of the other Party. Each Party is an independent contractor. There is no employment relationship between the Parties. Neither Party has the authority to make any representations or warranties or incur any obligations or liabilities on behalf of the other Party. Neither Party will make any representation to a third party inconsistent with this Section 6.
This Agreement: (i) represents the entire agreement between the Parties relating to the subject matter of this Agreement, (ii) supersedes all prior agreements, understandings, representations and warranties applicable to the subject matter of this Agreement, and (iii) may only be amended, canceled or rescinded by a writing signed by both Parties. Any terms or conditions of any purchase order or other document submitted by Client in connection with this Agreement or any Software or Services, which are in addition to, different from or inconsistent with the terms and conditions of this Agreement are not binding on D-SIGHT and are ineffective.
A Free Trial of the Software is available as a SaaS solution for a limited period of time. The Free Trial starts when the account is created and ends fourteen (14) days later. There is a limit of one Free Trial per Client. At the ends of the Free Trial, Client has to migrate its account to the Free Version or the Commercial Version of the Software to be able to continue using it. Due to restrictions in the Free Version and the Commercial Version, downgrading the Client account may cause the loss of content, features, or capacity of the Client account. D-SIGHT does not accept any liability for such loss.
D-SIGHT reserves the right to change the subscription fee of any Commercial Version, however old plans will be grandfathered in unless otherwise stated. Notice of pricing changes may be provided by contacting the Client using the contact information that has been provided to D-Sight during the registration process.
D-Sight will not be liable to you or to any third party for any modifications, price changes, or suspension or discontinuation of the Software.
The right to use the Software and the Services terminates at the end of the term of this agreement and earlier if the Client violates the Terms and Conditions as defined in this document. D-SIGHT reserves the right, in its sole discretion, to terminate the Client access to all or part of the Services, in the event that the Client breaches this Agreement, with or without notice.
The Client is solely responsible for properly canceling its account. This can be done at any time confirming to the instructions available on the account’s user interface.
We reserve the right to terminate unpaid user accounts that are inactive for a continuous period of 120 days. In the event of such termination, all data associated with such user account will be deleted. We might provide you, at our sole discretion, prior notice of such termination and backup of your data by email. The data deletion policy may be implemented with respect to any or all of the Services. Each Service will be considered an independent and separate service for the purpose of calculating the period of inactivity. In other words, activity in one of the Services is not sufficient to keep your user account in another Service active. In case of accounts with more than one user, if at least one of the users is active, the account will not be considered as inactive.
Upon termination, all content (users, projects, ...) under the Client's account will be immediately deleted. This information cannot be recovered once the account is canceled. If the Client cancels the Services before the end of the current paid up month, the cancellation will take effect immediately and no other charges will occur again.