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End User Agreement

Last Updated: 2025-01-25

This agreement (the “Agreement”) constitutes a binding agreement between Dataminded BV, with registered office at Vismarkt 17, 3000 Leuven, Belgium, BE0667.976.246 (“Dataminded”), and the user registering on the Conveyor website to obtain access to the Conveyor solution (“You” or the “User”).

BY ACCESSING THE CONVEYOR SOLUTION, OR BY ACCEPTING THE AGREEMENT, YOU ACCEPT TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET OUT IN THIS AGREEMENT, INCLUDING THOSE SET OUT IN ANY DOCUMENTS ANNEXED TO OR REFERENCED IN THIS AGREEMENT, AND YOU WARRANT AND REPRESENT THAT THE USER DETAILS PROVIDED ARE ACCURATE AND COMPLETE. IF YOU DO NOT AGREE TO ALL OF THESE TERMS, IMMEDIATELY DISCONTINUE (ANY ATTEMPT TO) ENTER INTO THE AGREEMENT, OR ACCESS OR USE THE CONVEYOR SOLUTION.

Dataminded and the User may individually be referred to as a “Party” and jointly as “the Parties”.

PREAMBLE

Whereas Dataminded has developed and owns the Conveyor solution, a managed cloud-based data platform.

Whereas the Conveyor solution was licensed to a particular company pursuant to a separate agreement between Dataminded and such company.

Whereas the User is an authorised user of such company, accessing the Conveyor solution under such company’s control and for such company’s internal business purposes only, within the scope of the Conveyor solution related agreement between Dataminded and the company.

Whereas this Agreement specifies the rights and obligations of the User in using the Conveyor solution within the context set out above.

NOW THEREFORE, THE PARTIES AGREE AS FOLLOWS:

1. Definitions and Interpretation​

1.1 Capitalised terms used in this Agreement shall have the meaning ascribed to them in Schedule A (Definitions) to this Agreement. The body of the Agreement may however contain additional definitions.

1.2 Whenever the word “include(s)” or “including”, “without limitation”, “without being limitative”, “such as” or similar terms are used in this Agreement, the enumeration that follows shall be deemed to be non-exhaustive. The headings in this Agreement shall not affect its interpretation.

2. Conveyor agreement​

2.1 The User acknowledges that it is not granted a Conveyor solution license pursuant to this Agreement, the Conveyor solution license having been granted to the Company pursuant to the Conveyor Agreement and being exclusively governed by the Conveyor Agreement. Within the scope of the Conveyor solution license granted to the Company, You are authorised to use the Conveyor solution within the framework and subject to the terms of the Conveyor Agreement and those set forth herein.

2.2 Dataminded’s obligations with respect to the Conveyor solution are exhaustively set out in the Conveyor Agreement. Dataminded does not, pursuant to this Agreement, commit to any additional obligations, nor to any obligations directly towards the User. This Agreement therefore does not create any rights or remedies for the User directly enforceable against Dataminded, any rights and remedies residing exclusively with the Company under the Conveyor Agreement which is exclusively enforceable by the Company without the User being a third-party beneficiary under the Conveyor Agreement.

3. Right of use​

3.1 During the Term, the User is granted a limited, personal (non-transferable, non-assignable, without the right to sublicense), non-exclusive right to use the Conveyor solution and the Documentation as a Company Authorised User, solely for the Company’s internal business operations. To this end, the User shall be provided with Access Credentials.

4. User undertakings​

4.1 The User agrees to comply with the terms and conditions of this Agreement in using the Conveyor solution, and shall maintain the confidentiality of its Access Credentials. The User shall be responsible for all activities that occur with the use of its Access Credentials (whether performed by the User or a third party), and for safeguarding the Access Credentials and preventing disclosure thereof to any unauthorised third party. The User shall without undue delay notify Dataminded, through the Company, of any unauthorised access to or use of the Conveyor solution.

4.2 The User shall not knowingly or by negligence introduce Viruses into the Dataminded systems, including the Conveyor solution platform, through its use of the Conveyor solution. To this end, the User shall implement proven actions and precautions to prevent the introduction and proliferation of a Virus as set out above.

4.3 The User shall not:

  1. attempt to obtain, or assist third parties in obtaining, access to the Conveyor solution (functionalities) other than as expressly permitted hereunder;
  2. bypass or breach any security device or protection used for or contained in the Conveyor solution;
  3. engage in any activity which interferes with or disrupts the Conveyor solution (‘s performance or other users’ authorised use thereof);
  4. except to the extent such restriction is prohibited under applicable law:
    1. (attempt to) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Conveyor solution or Documentation in any form or media or by any means, save as may be expressly permitted hereunder; or
    2. (attempt to) reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Conveyor solution;
  5. (attempt to) access all or any part of the Conveyor solution or Documentation for any purpose other than as expressly permitted herein, including (without limitation) in order to build a solution which competes with the Conveyor solution (as determined by Dataminded in its sole discretion); or
  6. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Conveyor solution (user rights hereunder) available to any third party.

4.4 The User shall not perform, or disclose any results of, security testing in respect of the Conveyor solution (including network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing), except with the express written consent of Dataminded (which it may withhold at its discretion) or to the extent required pursuant to a legal or regulatory requirement (in which case, to the extent legally permitted, (a) the User shall notify Dataminded, through the Company, of such requirement and the information to be shared, (b) disclosure shall be limited to what is strictly required for the purposes of such requirement, and (c) the User shall use reasonable efforts to have confidential treatment accorded to such information).

4.5 If the User becomes aware of any breach of this Article 4, it shall notify Dataminded thereof, through the Company, without undue delay.

5. Personal Data Processing and User Data​

5.1 To the extent the User, upon registering for Conveyor access, discloses Personal Data to Dataminded, or if Dataminded otherwise processes User Personal Data as a result of the User’s use of the Conveyor solution, such processing shall be governed by the Privacy Policy, the terms of which are incorporated herein by reference.

5.2 The User acknowledges and agrees that, except as strictly required for the User to be able to access and use the Conveyor solution as per the terms of the Agreement, Dataminded does not wish to receive any Personal Data pursuant to this Agreement. If the User provides Dataminded with Personal Data in excess of what is stipulated above, to the maximum extent legally permitted, Dataminded excludes its liability towards the User in the event of a breach of any data protection, information security or confidentiality obligations under the (Conveyor) Agreement in respect of such excess data.

5.3 The User acknowledges and agrees that Dataminded shall have no responsibility for the content of any data processed by the User in connection with its use of the Conveyor solution. The User undertakes and warrants that the data which it processes in using the Conveyor solution (i) shall comply with applicable laws and regulations, and (ii) shall not violate or infringe any intellectual property rights or other rights of any third party. To the extent necessary, the User shall obtain and maintain all necessary licences and consents in respect of the User data so processed, and the User shall defend and indemnify Dataminded in respect of any third-party claim based on an (alleged) breach of the User’s undertakings as set out in this Article.

6. Liability and Warranty - Disclaimer​

6.1 In accordance with article 2.2, Dataminded’s obligations and liability are exclusively governed by the Conveyor Agreement, Dataminded does not accept any (additional) obligations directly vis à vis the User, and to the maximum extent legally permitted, Dataminded excludes its liability under the Agreement.

6.2 Any Conveyor related warranties by Dataminded are as exhaustively set out in the Conveyor Agreement and, without limiting article 6.1, Dataminded (i) does not warrant that the User's use of the Conveyor solution will be uninterrupted or error-free, nor that the Conveyor solution will achieve any intended result, or will be compatible or work with any other products, services, or technologies other than as may be expressly specified in the Documentation; and (ii) will not be responsible for any delays, delivery failures, inability to use, or any other loss or damage to the extent resulting from the transfer of data over communications networks and facilities, including the Internet, or to Company or User infrastructure or systems, and the User acknowledges that the Conveyor solution may be subject to limitations and delays inherent to the use of such facilities or infrastructure.

6.3 To the maximum extent legally permitted, Dataminded does not make any warranties, express or implied, including warranties of merchantability and fitness for a particular purpose, in respect of the Conveyor solution or otherwise in relation to the Agreement, directly towards the User, any warranties (if any) being exhaustively set out in the Conveyor Agreement.

6.4 You acknowledge and agree that your breach of the Agreement shall also constitute a breach by the Company under the Conveyor Agreement.

6.5 The User warrants that any data (including Personal Data) made available to Dataminded upon registering for access to the Conveyor solution is accurate and complete, and that it is an Authorised User of the Company identified by the User upon such registration. In the event of a breach of this warranty, Dataminded may promptly suspend or terminate the User’s Conveyor account without liability on the part of Dataminded, and without limiting any other rights and remedies available to Dataminded.

7. Confidentiality​

7.1 To the extent any confidential information (as defined in the Conveyor Agreement) is exchanged between the Parties hereunder, the confidentiality obligations under the Conveyor Agreement shall apply and the User acknowledges to be aware of and to comply with those confidentiality undertakings.

8. Proprietary Rights​

8.1 The User acknowledges and agrees that Dataminded and/or its licensors own and shall retain all rights, title and interest, including any Intellectual Property Rights, in the Conveyor solution, the underlying software and infrastructure, and the Documentation. Except as expressly stated herein, this Agreement does not grant the User any rights in respect of any of the afore listed.

8.2 Dataminded may freely use any Feedback without attribution or the need for Dataminded (or any third party) to pay the User or any third party any royalties or other fees of any kind.

9. Term, termination and suspension​

9.1 This Agreement shall take effect upon your acceptance of the Agreement or your earlier access to the Conveyor solution, and shall continue for the Term, unless you cease being an Authorised User during the Term in which case your user rights hereunder shall promptly terminate.

9.2 You acknowledge and agree that your user rights hereunder are intrinsically linked to and dependent on the Company’s Conveyor license under the Conveyor Agreement and that, if such Company Conveyor license is terminated or suspended, this will automatically also impact your user rights hereunder which will be automatically terminated or suspended accordingly, without any liability on the part of Dataminded.

9.3 Dataminded may additionally terminate or suspend (at its option) your user account or user rights hereunder in the event you material breach your user rights or obligations under the Agreement.

9.4 Dataminded may additionally suspend your user account or user rights hereunder for purposes of planned and unplanned maintenance on the Conveyor solution platform, and in the event of the security or integrity of the Conveyor solution platform being compromised. In case of such suspension, Dataminded shall give such notice (possibly through the Company) as reasonably feasible (or as otherwise agreed in the Conveyor Agreement), provided that Dataminded may suspend on giving a shorter notice or no notice if it reasonably determines that such shorter notice period or lack of notice is necessary in order to protect the justified interests of the Company, the User, Dataminded, or a third party. In the event of such suspension, Dataminded shall use reasonable efforts to mitigate adverse impact on the User.

9.5 Upon termination of this Agreement or your user rights hereunder for any reason:

  • you must immediately cease all use of the Conveyor solution and its Documentation;
  • such termination shall not preclude Dataminded from exercising any rights or remedies it may have under contract or at law with respect to any breach of this Agreement.

10. Miscellaneous​

10.1 Assignment - Sublicensing. You may not transfer or assign this Agreement whether in whole or in part, and you may not sublicense your user rights hereunder to a third party or otherwise grant a third party access to the Conveyor solution using your Access Credentials.

10.2 Entire Agreement - Severability - Waiver. This Agreement, including any schedules hereto and documents referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, whether oral or written, between the Parties with respect to such subject matter. The provisions of this Agreement are severable and if any one or more such provisions shall be determined to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of any of the remaining provisions or portions thereof shall not in any way be affected thereby. Any failure by Dataminded to enforce any provision of the Agreement shall not constitute a waiver thereof or of any other provision.

10.3 Governing Law. This Agreement shall be exclusively governed by and construed in accordance with Belgian law, without giving effect to the conflict of law principles thereof. The courts of Leuven, Belgium, shall have exclusive jurisdiction in respect of any dispute arising hereunder.

10.4 Notices. In addition to the notice provisions under the Conveyor Agreement, Dataminded may send you notifications hereunder by contacting you as per the details of your User account, or by posting messages on the Conveyor solution platform.

10.5 Non-solicitation. During the term of this Agreement and for a period of twelve (12) months thereafter, you shall not, directly or indirectly, hire or otherwise engage, in whatever capacity (including as an employee or consultant), or solicit the services of, any personnel member of Dataminded or its affiliates, while such person is employed or engaged by Dataminded or its affiliates and during six months after such employment or engagement ends. For the purposes of this section, “hire” means to employ an individual as an employee or engage such an individual as an independent contractor, whether on a full-time, part-time or temporary basis.

10.6 No third-party beneficiaries. This Agreement does not confer any rights on the User under the Conveyor Agreement.

10.7 Survival. The provisions that are expressly or by their nature intended to survive termination of the Agreement shall survive any termination or expiration of this Agreement.

List of Schedules​

The following Schedules are attached to this Agreement and form an integral part thereof:

Schedule A: Definitions

Schedule A: Definitions​

The following definitions shall apply to this Agreement:

  • Access Credentials: the username, password, private keys, certificates, account details or similar credentials as may be issued to the User (whether by Dataminded or the Company), enabling access to the Conveyor solution.

  • Authorised Users: employees of the Company, and such third parties (e.g. contractors) as may be expressly permitted under the Conveyor Agreement, who are authorised by the Company to access and use the Conveyor solution for the Company’s internal business operations and within the framework and subject to the terms and conditions of the Conveyor Agreement.

  • Company: the legal entity that has entered into the Conveyor Agreement with Dataminded and under whose control the User is accessing the Conveyor solution, as also identified by the User upon Conveyor user registration.

  • Conveyor: the Dataminded proprietary Conveyor solution, consisting of a managed cloud-based data platform. For the purposes of this Agreement, references to the Conveyor solution mean such Conveyor functionalities as licensed to the Company pursuant to the Conveyor Agreement.

  • Conveyor Agreement: the Conveyor solution related agreement between Dataminded and the Company pursuant to which the User, as an Authorised User, is permitted to access and use the Conveyor hereunder.

  • Feedback: any suggestions or recommendations for improvement of, or modifications to, the Conveyor, made by the User.

  • Personal Data: any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

  • Privacy Policy: the Dataminded Privacy Policy available at https://www.dataminded.com/privacy-policy.

  • Documentation: the Conveyor solution specific documentation made available to the Company by Dataminded from time to time for use of the Conveyor solution as permitted hereunder.

  • Intellectual Property Rights: patents, trademarks, service marks, trade secrets, copyright, design rights, know-how, rights in Confidential Information, trade and business names, domain names, database rights and any other intellectual or industrial property or similar rights throughout the world, including applications for and the right to apply for, maintain and enforce protection in respect of any of the preceding items.

  • Term: the Conveyor solution license term under the Conveyor Agreement, subject to any suspension or termination of such license as per the terms of the same agreement.

  • Virus: viruses, worms or similar harmful code.