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Online & Website terms

This website is operated by Showpad Inc, a Delaware company with address 1 N. State St., Suite #1100 (11th Floor), Chicago, IL 60602 (USA) (company ID 5314227) for users within the Americas, Australia &  New-Zealand and by Showpad NV, Moutstraat 62, 9000 Gent (Belgium) (company ID836.159.992 RPR Gent) for the rest of the world.

Online & Website Terms (version September 5, 2018)

  1. Applicability
  2. License
  3. Acceptable Use Policy
  4. Links
  5. Disclaimer
  6. General

1. Applicability

These Online & Website Terms (“Terms”) are offered by Showpad (“We”, “Us”, “Our”) and apply in case where You are:

  • Visiting any website and/or content belonging to the Showpad.com domain or referring thereto (“Website”);
  • Using the Showpad Content Solution and/or Learncore Coaching and Training Solution (“Showpad Products and Services “) as a demo version;
  • Invited by a Showpad Customer or Prospect to access such information belonging to or controlled by the Showpad Customer, as being made available through the Showpad Products and Services (“Customer Content”).

(“Interactions”)

If You do not agree with any of these Terms, You are prohibited from using, downloading or accessing any Website, Customer Content and/or the Products and Services, being so made available.

In case however where You are making use of the Products and Services under a commercial agreement with Us, Your use of the Products and Services will be subject to such commercial agreement (i.e. the standard applicable Showpad terms at www.showpad.com/msa), unless You or Your organisation have concluded a bespoke agreement relating thereto.

We may change these Terms at any time, and all such changes are effective immediately upon posting a revised version of these Terms on the Website. You should review these Terms often to stay informed of changes that may affect You. Your Interactions constitute Your continuing agreement to be bound by these Terms, as they are amended from time to time.

2. License

2.1 Website License

The Website, the URL, as well as all content included on the Website, such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is Our property and/or Our content suppliers, and is protected by applicable copyright laws.

Any graphics, identifiers, logos, page headers, button icons, scripts, and service names are trademarks, registered trademarks or trade dress of Us. All other trademarks not owned by Us that appear on the Website, are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Us.

Where visiting the Website, You are granted during Your visit, a limited license to access and make personal use of the Website, the URL, as well as all content included on the Website as offered to You.

2.2 Demo License Products and Services (“Demo License”)

In case where You are being offered  access to the demo version of the Products and Services, subject to ongoing compliance with these Terms, We grant You a non-exclusive and non-transferable license to permit the users as authorised by You (“Authorised Users”) to access, install, implement, and use the Products and Services and Documentation during the limited time as allowed to You and under the conditions and restrictions as determined by the applicable Products and Services, including in respect of the number of Authorised Users  as allocated, for Your organisations’ beneficial business purposes only.

You agree to: (i) supervise and monitor Authorized Users’ use of the Products and Services, (ii) promptly report to Us any violation of the Agreement by Your Authorized Users, (iii) immediately disable access of any Authorized User violating the Agreement, and (iv) ensure that no false or misleading Personal Data is used to create user accounts.

These Terms do not govern Your use of Third-Party Products used by You in connection with the Products and Services. Third-Party Products are governed solely by the terms and conditions between You or Your Organisation, and the Third-Party Product owner. We do not make any commitments or claims regarding security, confidentiality, or performance of a Third-Party Products, and specifically disclaim any liability regarding Third-Party Products.

2.3 Prospect license (Showpad Content Solution)

In case where You are being offered access to certain Customer Content, You (as a “Prospect”, i.e. someone receiving Customer Content  from the Authorised User or as a “Re-Shared Prospect”, i.e. someone receiving Customer Content through a Prospect) shall i) respect the limits within which the Customer Content has been made available to You, and ii) be allowed to use the Showpad Products and Services only in order to get access to the Customer Content as made available to You.

Unless You have accepted the privacy policy as made available by the Showpad Customer, the Showpad privacy principles available through http://www.showpad.com/gdpr shall apply to this Prospect License.

2.4 License restrictions

Except with Our express written consent , You shall not:

  • modify the Website, Customer Content, or the Products and Services, or any portion of it;
  • Download the Website, or any portion of it, except for i) page caching, and/or ii) where it or its content has explicitly been made available by for download. Usage of any download shall be limited to Your personal use only;
  • Download the Customer Content, or any portion of it, except to the extent and within the limits within which such Customer Content has been made available to You;
  • Use any logo or other of Our proprietary graphic or trademark outside of scope of the license granted, including in connection with any product or service that is not Ours, in any manner that is likely to cause confusion among customers, or in any manner that (may) disparage(s) or discredit(s) Us;
  • reproduce, duplicate, copy, sell, resell, visit, or otherwise exploit the Website, Customer Content, or the Products and Services, or any portion of it, for any commercial purpose;
  • frame or utilize framing techniques to enclose any trademark, logo, Website, Customer Content, or the Products and Services, or any portion of it, or other proprietary information (including images, text, page layout, or form) without express written consent;
  • use any meta tags or any other “hidden text” utilizing any of Our (trade) name or trademarks;
  • make any unauthorised use of the Website, Customer Content, or the Products and Services, or any portion of it; make any derivative works thereof; or make any use of data mining, robots, or similar data gathering and extraction tools; or
  • remove, alter or obscure any copyright notice.

2.5 Termination

The license granted shall automatically terminate after the time for which they are granted, if You violate these Terms and/or any of these restrictions, and/or may be terminated for convenience at any time, whichever is first. We reserve all rights of action to seek for compensation and/or injunction.

3. Acceptable Use Policy

Any use of the Products and Services as allowed under section 2.2 or 2.3 of these Terms, is subject to You not (i) using the Products and Services in violation of any applicable law or regulation (including fraudulent and misleading activity or sending unsolicited email, mass emails, or spam); (ii) using the Products and Services in a manner that would cause a material risk to Our security or operations or any of Our other customers; (iii) disassemble, reverse compile, or reverse engineer the Products and Services; (iv) redistribute, republish, sell, rent, lease, host, or sub-license the Products and Services, including permitting the use of the Products and Services on a time-sharing basis, as part of a hosted service, or on behalf of any third party; (v) removing, obscuring, or altering any proprietary notices associated with the Products and Services; or (vi) circumventing or disabling any security or other technological features or measures of the Products and Services, or attempting to probe, scan or test the vulnerability of a network or system, or to breach security or authentication measures.

Where You as a Prospect are sharing Customer Contents via the Products and Services with a Re-Shared Prospect, You acknowledge being allowed to use the email address of the Re-Shared Prospect for that purpose.

4. Links

The Website, Products and Services, and/or the Customer Content may include links to World Wide Websites or resources for User convenience which are not created or controlled by Us (“Linked sites”). We do not endorse or accept responsibility for any such Linked site or resource User may access. Linked sites are wholly independent from Us; as a result, use of any such Linked Sites is at the Your sole risk.

5. Disclaimer

UNLESS PART OF THE SPECIFIC AGREEMENT YOU HAVE CONCLUDED WITH US, AND NOTWITHSTANDING ANY OTHER TERMS, ANY LICENSE GRANTED UNDER THESE TERMS, AS WELL AS THE WEBSITE AND THE PRODUCTS AND SERVICES, ARE PROVIDED ON AN ”AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY IMPLICIT OR EXPLICIT WARRANTIES OF ANY KIND (INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT), AND WITHOUT ANY LIABILITIES TO US WHATSOEVER (DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES), UNDER ANY THEORY OF LAW EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN JURISDICTIONS WHERE OUR LIABILITY CANNOT BE EXCLUDED, OUR LIABILITY SHALL BE LIMITED TO AN AMOUNT OF FIFTY (50,00) EURO IN THE AGGREGATE (OR TO THE MAXIMUM EXTENT PERMITTED BY LAW WHERE NO FURTHER EXCLUSION IS LEGALLY ALLOWED). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE WEBSITE OR THE PRODUCTS AND SERVICES FAIL THEIR ESSENTIAL PURPOSE.

WE DO NOT MAKE ANY WARRANTY (EXPLICITLY OR IMPLICITLY) IN RESPECT OF CUSTOMER CONTENT.

6. General

These Terms are offered under the laws of Belgium. The Courts of Ghent, Belgium shall have sole jurisdiction