End-User License Agreement ("Agreement")

Last updated: 10-10-2018

Please read this End-User License Agreement ("Agreement") carefully before checking the "I Agree" checkbox, while signing up for a MetrixInsight for CVAD ("Product") subscription.
By checking the "I Agree" checkbox, downloading or using the Product, you are agreeing to be bound by the terms and conditions of this Agreement.
If you do not agree to the terms of this Agreement, do not check the "I Agree" checkbox and cancel the order of this subscription.

Agreement parameters

Licensor:

GripMatix B.V.

Product:

MetrixInsight for CVAD

Terminology

As used in this End-User License Agreement (“Agreement”), 

(1) “Documentation” means all written instruction manuals regarding the use of our product; 
(2) “Agreement” means the present document contain the terms and conditions  for license of the product; 
(3) “Product” means the object code of the computer program(s) specified in this agreement including Quality Updates and Feature Updates and excluding third party software;
(4) “GripMatix” means GripMatix B.V. and is the holder of all intellectual property rights of the Product;  
(5) “Term” means the term of this agreement; 
(6) “Licensor” means the party (GripMatix) that grants the license of the product; 
(7) “Licensee” means the party (you) that receives the license; 
(8) “Subscription Start Date” means the date mentioned in your subscription details when signing up for a subscription of our product.  

License

Subject to the terms and conditions set forth in this agreement, GripMatix (“Licensor”) grants you (“Licensee”) a revocable, non-exclusive, non-transferable, limited license to:

  1. download, install and use the product during a valid subscription for Licensee’s own business needs;
  2. copy the product for backup or archival purposes (without removing any proprietary markings) and reproduce the documentation for Licensee’s own use. 

Restrictions

Licensee agrees not to, and Licensee will not permit others to:

  1. license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the product or documentation or make the product or documentation available to any third party;
  2. Decompile, disassemble or reverse engineer the product, in whole or in part except where otherwise -and to extent- provided by applicable law;
  3. Provide, disclose, divulge or make available to, or permit use of the product by persons other than Licensee’s employees or implementors of the Product without GripMatix prior written consent.

Support

Included in the product subscription, Licensee will be entitled to receive support in accordance with the support terms described in Annex 1, which forms an integral part of this agreement.

Warranty's

  1. Limited Warranty
    GripMatix warrants substantial compliance of the product with regard to the documentation for a period of three (3) months as from the Subscription Start Date (“Warranty Period”).

  2. Exclusive Remedy
    Non-compliant product will be corrected or replaced as appropriate or, if neither of the above is commercially practicable, the agreement will terminate with respect to the non-compliant product or part thereof and Licensee will be refunded the subsciption fees paid for such product or part thereof.

  3. Exclusion of Warranty
    The above limited warranty will not apply if:

      - The product is not used/implemented in accordance with this Agreement or the Documentation;
      
    - The product or any part thereof has been modified by any other entity than GripMatix
      
    - A malfunction in the product has been caused by any software not supplied by GripMatix.

  4. Disclaimer of Warranty
    EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE PRODUCT and DOCUMENTATION ARE PROVIDED TO Licensee “AS IS”, AND, EXCEPT AS OTHERWISE SET FORTH HEREIN, GripMatix MAKES NO EXPRESS OR IMPLIED WARRANTIES WITH REPECT TO THEIR FUCTIONALITY, CONDITION, PERFORMANCE, OPERABILITY OR USE. WITHOUT LIMITING THE FOREGOING, GripMatix DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR FREEDOM FROM INFRINGEMENT.  

Limitations and exclusions of liability

Licensee acknowledges and agrees that the consideration which GripMatix is charging hereunder does not include any consideration for assumption by GripMatix of the risk of Licensee’s damages, including consequential or incidental damages, foreseeable or unforeseeable, which may arise in connection with Licensee’s use of the Product or Documentation. Accordingly, Licensee agrees that the maximum liability of GripMatix to Licensee-Related Entities, in aggregate, shall be limited to the amount of Fees paid to GripMatix by Licensee under this agreement. This Limitation of Liability shall apply to any and all causes of action brought by Licensee-Related Entities against GripMatix, including but not limited to claims based on breach or repudiation of contract, warranty, tort, intellectual property rights or indemnification for claims brought against Licensee-Related Entities by a third party.

It may happen that a third party brings or threatens a claim against both GripMatix and a Licensee-Related Entity based on a common set of operative facts or for infringement of the same intellectual property. In this event, GripMatix liability under this Section shall be reduced by any amounts paid by GripMatix to the third party to settle the claim or satisfy a judgement in a litigation based on the claim.

The parties acknowledge that the limitations set forth in this Section are integral to the amount of consideration paid to GripMatix under this Agreement, and that were GripMatix to assume any further liability other then set forth herein, such consideration would have necessarily been set substantially higher.

Confidentiality

Each party hereto acknowledges that by reason of its relationship with the other party hereunder, it may have access to confidential information and materials concerning the other party’s business, technology, and/or products that is confidential to the other party (“Confidential Information”). 
Each party’s Confidential Information is of substantial value to the party, which value could be impaired if such information was disclosed to third parties or used in violation of this Agreement.

Each party agrees that it will not use in any way for its own account or the account of any third party, such Confidential Information, except as authorized under this Agreement, and will protect Confidential Information at least to the same extent as it protects its own Confidential Information and to the same extent that a reasonable person would protect such Confidential Information. Neither party may use the other party’s Confidential Information except to perform its duties or exercise its rights under this Agreement.

“Confidential Information” includes the Product, its documentation, information, data sheets, and any other proprietary information clearly marked as “Confidential Information”. It does not include information that is: 

  1. Publicly available;
  2. Obtained independently without violation of this Agreement;
  3. Obtained from third parties without restrictions on disclosure;
  4. Required to be disclosed by applicable law, order of a court or other governmental entity.

Term and Termination

This Agreement commences on the Subscription Start Date and will remain in force for the Term or until it is terminated before the end of the Term in accordance with this section. 
Licensee has the right to terminate this Agreement, with or without cause, upon ten (10) working days prior written notice to GripMatix. GripMatix may forthwith terminate this Agreement if: 

  1. Licensee breaches this Agreement and such breach is not cured within ten (10) working days after Licensee has been given written notice of such breach;
  2. Licensee terminates its business activities or becomes insolvent, is unable to pay its debts as they mature, makes an assignment for the benefits of creditors or becomes subject to direct control of a trustee, receiver or similar authority.

No termination on the  basis of this provision will entitle Licensee to a refund of any portion of the fees paid to GripMatix. 

Termination will not affect either Party’s obligations regarding Confidential Information, payments, limitations of liability, non-solicitation and/or applicable law, which provisions will survive termination of this Agreement. 
Upon termination of this Agreement, Licensee agrees to forthwith remove and discontinue any use of the Product, Documentation and Confidential Information. 

Serverability

If any provision of his Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. 
If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Audit

Licensee agrees to give GripMatix access and assistance as may be necessary for GripMatix to audit Licensee’s operations to confirm compliance with this agreement. 
The audit shall be conducted at GripMatix expense unless the results of such audit establish that Licensee’s use of the product exceeds the authorized use. 
Any use in excess will be regularized and the balance will be immediately due and payable. 

Law and jurisdiction

This agreement and the interpretation of its terms will be governed by and construed in accordance with the Dutch law, and any disputes relating to these terms and conditions will be subject to the non-exclusive jurisdiction of the courts of The Netherlands.

Contact Information

If you have any questions about this Agreement, please contact us at This email address is being protected from spambots. You need JavaScript enabled to view it.


Annex 1 - Support and Maintenance Terms and Conditions

GripMatix will provide Technical Support in accordance with the following conditions (“Support Terms”). The support terms are part of the agreement.

Terminology

  1. Product release
    Means a set of the product in which substantial new functionalities or other substantial changes are introduced, example: 1.0.18030.0 > 2.0.18050.0

  2. Feature update
    Means a set of the product in which in addition to possible corrections of detected shortcomings, small functional enhancements have been included, example: 1.0.18030.0 > 1.1.18050.0

  3. Quality update
    Means a set of the product in which detected shortcomings are being fixed, example: 1.0.18030.0 > 1.0.18050.0

  4. Support
    Means:
    - the provision of generally available Feature updates and Quality updates and the related Documentation;
    - assistance by e-mail and/or online support portal, including: clarification of functions and features of the Product, clarification of the documentation, guidance in the implementation of the Product, error verification, analysis and reasonable correction efforts by e-mail

  5. Response time
    Means the time within we will respond to your support requests made by e-mail and/or online support portal

 

Provision of Support

  1. Availability
    Support requests can be made by e-mail and/or by creating a support ticket in our online support portal at gripmatix.com. Our response time is targeted within 24 hours.

  2. Language
    Support is available in English and Dutch.

  3. Product Lifecycle and support
    The Product will only be supported provided that Licensee makes use of the last Product release with the corresponding feature and quality updates of a Product release.

  4. Responsibilities of Licensee
    Provision of Support to Licensee is subject to the following:

    a) Licensee will adopt and utilize all feature and quality updates and enhancements offered to Licensee previously and adhere to the Support service policy statements that might be released from time to time;  
    b) Licensee will provide supervision, control and management of the use of the Product. In addition, Licensee will implement procedures for the protection of information and the implementation of backup facilities in the event of errors or malfunction of the Product; 
    c) Licensee will document and promptly report all detected errors or malfunctions of the Product to GripMatix. Licensee will take all steps necessary to carry out procedures for the rectification of errors or malfunctions within a reasonable time after such procedures have been received from GripMatix; 
    d) Licensee will maintain a current backup copy of all programs and data; 
    e) Licensee will properly train its personnel in the use and application of the Product.