Terms and Conditions (Shop)
Terms and conditions for IMP³rove – European Innovation Management Academy
This document includes two sections:
Section 1 – Terms and conditions for IMP³rove – European Innovation Management Academy webshop
Section 2 – Non-exclusive License Agreement (applies only if a license is bought)
Section 1 - Terms and conditions for IMP³rove - European Innovation Management Academy webshop
By purchasing a good or service from this website you confirm that you have read, understood and agreed to the terms and conditions described below.
If you are a purchaser of an IMP³rove License, kindly note that you agree also to our terms and conditions of an non-exclusive license agreement (section 2).
2 Contractual partners / scope / agreement between parties
The terms and conditions apply to all contractual agreements between
IMP³rove - European Innovation Management Academy EWIV
(hereinafter also: IMP³rove Academy / "seller")
Tel.: +49 (0) 211 1377-0
Trade register: District Court Düsseldorf, HRA 23017
VAT identification no. in accordance with § 27a VAT Tax Act: DE 296000326
Managing Directors: Dr. Eva Diedrichs, Dr. Martin Ruppert
and the customer (hereinafter also: "purchaser").
These terms and conditions apply regardless of whether the purchaser is a private customer or a company, unless in single terms is mentioned that the terms and conditions apply only to one of these.
Contracts for goods and services sold over the website www.improve-innovation.eu will be exclusively concluded on the basis of the valid version of the terms and conditions at the date of the contractual agreement.
Our terms and conditions have pre-emptive validity. Terms and conditions of purchaser which diverge from our terms and conditions are not valid, unless we have granted our expressed consent.
4 No unlawful or prohibited use
As a condition to use our website and webshop, the purchaser warrants to us that he/she will not use our website and webshop for any purpose that is unlawful or prohibited by these terms, conditions, and notices. Purchaser may not use our website and webshop in any manner which could damage, disable, overburden, or impair our website or interfere with any other party's use and enjoyment of our website and webshop.
6 Terms of Sale
By placing an order, goods or services are purchased subject to the following terms and conditions. All orders are subject to availability and confirmation of the order price. The confirmation of training bookings is subject to reaching a minimum number of training participants as specified in the product description. Dispatch times may vary according to availability and subject to any delays resulting from postal delays or force majeure for which we will not be responsible.
6.1 Concluding a contract
The goods and services we tender on the internet represent a legally non-binding opportunity for the purchaser to conclude a contract with us. By means of an order submitted over our website (by clicking the "Send order" or "Complete payment"-button), the purchaser can make a commitment to conclude a contract.
Receipt of the purchaser’s order is acknowledged, together with acceptance thereof, after sending, by virtue of an e-mail / a download link. The purchase contract is accepted with the e-mail confirmation / download link.
6.2 Pricing and availability of goods
Whilst we try and ensure that all details, descriptions and prices which appear on this website are accurate, errors may occur. If we discover an error in the price of any goods or services we will inform the purchaser as soon as possible and will give the purchaser the option of reconfirming the order at the correct price or cancelling it. If we are unable to contact the purchaser then we will treat the order as cancelled. If the purchaser cancels and has already paid for the goods or services, then the purchaser will receive a full refund.
Non-digital goods will be sent to the address given by the purchaser in the order and stated in the order confirmation. Please note that occasionally goods ordered may be sent to the purchaser in instalments. We will make every effort to advise the purchaser (by e-mail) if this is the case. If contents and products are tendered in digital formats, they can be downloaded directly online, inspected, and stored by registered users or they will be forwarded directly to the purchaser’s e-mail address.
Those prices indicated on our website at the time of the order apply. VAT is charged according to German tax requirements. This may require reverse charge for international orders (outside Germany).
In order to provide clarification on tax treatment, we reserve the right to demand a proof / certificate of business activities from the purchaser.
If the purchaser fails to provide complete and correct information during the registration and checkout process (e.g. missing or wrong VAT identification data), the purchaser commits to bear any additional costs arising from the incorrect data provision.
The payment for any good or service is due within two weeks after the contract between the seller and the purchaser is concluded, however, latest before the purchaser will utilize the respective good or service.
When providing goods or services, the purchase price may be paid by pre-payment, by transfer to the seller’s account, by PayPal or by credit card (Visa, American Express, Master Card). The purchaser’s credit card account is charged once the order is complete.
The purchaser agrees to the procedure of electronic invoicing.
6.4 Default of acceptance
Should the purchaser default in acceptance of performance, or should the purchaser violate other collaborative duties culpably, we would then be authorized to demand compensation for the ensuing damages including any additional expenditure. We reserve the right to all legal claims extending beyond these circumstances.
During a period of default, interest will be charged on the purchase price. Default interest is calculated at 5 percentage points above the base interest rate set by the European Central Bank annually for private customers. In connection with legal proceedings between companies, the interest rate amounts to 9 percentage points above the base interest rate set by the European Central Bank.
The purchaser is free to prove that the default damages claimed are not justified, or at least to a substantially lesser degree. After the purchaser has defaulted in acceptance of payment, the danger of an incidental extinction or accidental decline of the purchased goods becomes its legal responsibility.
7 Cancellation policies
In the case of services such as trainings, workshops or coaching sessions, the following applies:
We reserve the right to cancel the above mentioned service up to 14 days in advance.
· If the purchaser tries to reschedule the utilization of the above mentioned service within less than 3 working days before the fixed appointment, the presentation of a medical certificate is required. In case this medical certificate is accepted by the seller, the purchaser will be offered an alternative date and location to utilize the service. A refund of the paid service is excluded.
8. Rescission right
Following German law, the rescission right is provided both in English and in German.
Käufer, die Konsumenten im Sinn von § 13 BGB sind haben das folgende Widerrufsrecht:
Sie haben das Recht, binnen vierzehn Tagen ohne Angabe von Gründen diesen Vertrag zu widerrufen.
Die Widerrufsfrist beträgt vierzehn Tage ab dem Tag, an dem Sie oder ein von Ihnen benannter Dritter, der nicht Beförderer ist, die Ware (oder die letzte Ware, die letzte Teilsendung oder das letzte Stück in Besitz genommen hat) oder im Falle der Erbringung einer Dienstleistung ab dem Tag des Vertragsschlusses.
Um Ihr Widerrufsrecht auszuüben, müssen Sie uns
IMP³rove - European Innovation Management Academy EWIV
mittels einer eindeutigen Erklärung (z. B. ein mit der Post versandter Brief, Telefax oder E-Mail) über Ihren Entschluss, diesen Vertrag zu widerrufen, informieren. Sie können dafür das beigefügte Muster-Widerrufsformular verwenden, das jedoch nicht vorgeschrieben ist.
Zur Wahrung der Widerrufsfrist reicht es aus, dass Sie die Mitteilung über die Ausübung des Widerrufsrechts vor Ablauf der Widerrufsfrist absenden.
Folgen des Widerrufs
Wenn Sie diesen Vertrag widerrufen, haben wir Ihnen alle Zahlungen, die wir von Ihnen erhalten haben, einschließlich der Lieferkosten (mit Ausnahme der zusätzlichen Kosten, die sich daraus ergeben, dass Sie eine andere Art der Lieferung als die von uns angebotene, günstigste Standardlieferung gewählt haben), unverzüglich und spätestens binnen vierzehn Tagen ab dem Tag zurückzuzahlen, an dem die Mitteilung über Ihren Widerruf dieses Vertrags bei uns eingegangen ist. Für diese Rückzahlung verwenden wir dasselbe Zahlungsmittel, das Sie bei der ursprünglichen Transaktion eingesetzt haben, es sei denn, mit Ihnen wurde ausdrücklich etwas anderes vereinbart; in keinem Fall werden Ihnen wegen dieser Rückzahlung Entgelte berechnet. Wir können die Rückzahlung verweigern, bis wir die Waren wieder zurückerhalten haben oder bis Sie den Nachweis erbracht haben, dass Sie die Waren zurückgesandt haben, je nachdem, welches der frühere Zeitpunkt ist.
Soweit Sie Waren von uns erhalten haben gilt Folgendes:
Haben Sie die Waren unverzüglich und in jedem Fall spätestens binnen vierzehn Tagen ab dem Tag, an dem Sie uns über den Widerruf des Vertrags unterrichten an uns zurückzusenden. Die Frist ist gewahrt, wenn Sie die Waren vor Ablauf der Frist von vierzehn Tagen absenden. Sie tragen die unmittelbaren Kosten der Rücksenden der Waren. Sie müssen für einen etwaigen Wertverlust der Waren nur aufkommen, wenn dieser Wertverlust auf einen zur Prüfung der Beschaffenheit, Eigenschaften und Funktionsweise der Waren nicht erforderlichen Umgang mit ihnen zurückzuführen ist.
Im Falle eines Vertrags zur Erbringung von Dienstleistungen:
Haben Sie verlangt, dass die Dienstleistung während der Widerrufsfrist beginnen soll, so haben sie den Betrag zu zahlen, der dem Anteil bis zu dem Zeitpunkt, zu dem Sie uns von der Ausübung des Widerrufsrechts hinsichtlich des Vertrags unterrichten, bereits erbrachten Dienstleistungen im Vergleich zum Gesamtumfang der im Vertrags vorgesehenen Dienstleistungen entspricht.
Ende der Widerrufsbelehrung
Purchasers who are consumers in the sense of § 13 of the German Civil Code (BGB) are entitled to the following rescission right:
You have the right to rescind this contract within fourteen days, without giving reasons.
The rescission period is fourteen days from the date on which you or a third party named by you, who is not a carrier, take possession of the goods (or the last goods, the last partial consignment or the last piece), or in the case of the rendering of a service, from the date of entry into the contract.
In order to exercise your rescission right, you must inform us
IMP³rove - European Innovation Management Academy EWIV
by means of a clear declaration (e.g. a letter sent by mail, fax or email) about your decision to rescind this contract. You can use the attached template rescission form for this purpose, but this is not mandatory.
In order to comply with the rescission period, it is sufficient for you to send the notification about the exercise of the rescission right before the expiry of the rescission period.
Consequence of the Rescission
If you rescind this contract, we are obliged to refund to you all of the payments which we have received from you, including the delivery costs (with the exception of the additional costs which arise out of you having chosen another type of delivery than the standard, most cost-effective delivery offered by us), without undue delay and at the latest within fourteen days from the date on which the notification of your rescission of this contract is received by us. For this refund, we use the same payment means which you used for the original transaction, unless something different has been expressly agreed upon with you. In no event will you be charged fees due to this refund. We can refuse to effect the refund until we have received the goods back or until you have provided evidence that you have returned the goods, depending on which is the earlier point in time.
Insofar as you have received goods from us, the following applies:
you are obliged to return the goods to us without undue delay and definitely by no later than within fourteen days from the date on which you inform us about the rescission of the contract. The period is deemed to have been complied with if you send the goods before the expiry of the fourteen-day period. You bear the direct costs of returning the goods. You only have to pay for any loss of value of the goods if that value loss is attributable to a handling of them which is not necessary to check the quality, properties and functioning of the goods.
In the case of a contract for the rendering of services:
if you have requested that the service should begin during the rescission period, then you have to pay for the amount which corresponds to the percentage of services already rendered up to the point in time when you inform us about the exercise of the rescission right with regard to the contract, in comparison to the total scope of the services stipulated in the contract.
End of the Rescission Information
7.2.3 Exclusions from withdrawal
The right of withdrawal does not apply to
- Digital goods or services that are not returnable (such as IMP³rove benchmarking reports or coaching sessions). A revocation in this case is only possible as long as the contract is not completely fulfilled by both sides. The contract is fulfilled, once the purchaser has made the payment, and the e-mail with the product download was received or the service was delivered. From this point in time withdrawal and refund of the purchase price are no longer possible.
- Goods which are clearly tailored to the personal needs of the customer or which are not prefabricated and an individual choice or decision by the customer prevails for their production
9 Liability disclaimer
With the exception of violations affecting essential contractual duties, we are only liable for damages in respect to purchasers if we, our legal representatives, or executive employees have been guilty of intent or gross negligence. In connection with other performing agents, we are liable only in the event of intent and provided that essential contractual duties have been violated with intention or gross negligence. With the exception of intent and gross negligence, our liability, and that of our legal representatives or executive employees, is restricted to those damages that are typically expected after a conclusion of contract.
In respect to purchasers and a moderately negligent violation of contractual duties, our liability and that of our performing agents is restricted to the immediate and typical damages which can be expected for the type of goods and which are regulated by contract. In respect of a moderately negligent violation of non-essential contractual duties that has not endangered the execution of the Contract, neither we nor our performing agents are liable.
The preceding liability restrictions do not apply to claims arising from product liability or from warranties, or claims arising from damage to body or health, or loss of life.
10 Copyright and trademarks
The content and works provided on these web pages are governed by the copyright laws of Germany. Duplication, processing, distribution, or any form of commercialization of such material beyond the scope of the copyright law shall require the prior written consent of its respective author or creator.
The names of actual companies and products mentioned herein may be the trademarks of their respective owners. The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred. Any rights not expressly granted herein are reserved.
11 Jurisdiction and legal venue
The law of the Federal Republic of Germany is to apply, excluding the application of the UN Convention on Contracts for the International Sale of Goods (CISG).
In case purchaser is a company the exclusive jurisdiction of the location of the seller, District Court Düsseldorf, is applicable. In case purchase is a private consumer we, both agree to submit to the non-exclusive jurisdiction of the seller, District Court Düsseldorf, which means that purchaser may bring a claim to enforce his/her consumer protection rights in connection with these terms in Düsseldorf or in the EU country in which he/she lives.
12 Final provisions
Should individual provisions of these terms be invalid or unfeasible, or become invalid or unfeasible after entry into contract, the validity of the rest of the contract shall remain unaffected thereby. The invalid or unfeasible provision is to be replaced by agreement by the parties with a provision whose effects come closest to the financial objective which the contract parties were pursuing by means of the invalid or unfeasible provision. The foregoing provisions shall apply correspondingly in the case of any unintended lacunae.
All amendments and additions to the contract, including to this clause, shall require the written form.
Section 2 - Non-exclusive License Agreement
The purchaser - As Licensee
This non-exclusive License Agreement (this "Agreement") is made effective as soon as the licensor received the payment and the Licensee participated in the training course “Introduction to the IMP³rove Approach” (regardless of whether it took place in the past or will take place in the future).
In consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
Grant of License
With this Agreement the Licensee is granted the right
a) To access the IMP³rove platform for performance of IMP³rove Assessments in the assisted mode
b) Access to the IMP³rove online services for accredited IMP³rove consultants including the IMP³rove training platform, the consultant dashboard and related online services, case studies, consulting tool box, support material
c) Participation in events for the members of the IMP³rove partner network organized by the Licensor
d) Use of the IMP³rove Brand as described in the License kit
for twelve (12) months.
This license is personalized to the Licensee. No other staff member is entitled to make use of the IMP³rove services or IMP³rove brand.
The Licensee acknowledges that the copyright, and title to the Licensed Materials and any trademarks or service marks relating thereto remain with Licensor and/or its suppliers. Neither Licensee nor its authorized users shall have right, title or interest in the Licensed Materials and Access Rights except as expressly set forth in this Agreement. No title to or ownership in the Licensed Materials, the IMP³rove platform and any trademarks or service marks is transferred to Licensee. Title to and all applicable rights in patents, copyrights and trade secrets in the Licensed Materials, the IMP³rove platform and any trademarks or service marks will remain in Licensor or third parties from whom Licensor has obtained rights to license the Licensed Materials, the IMP³rove platform and any trademarks or service marks. Any use of the Licensed Materials, the IMP³rove platform and any trademarks or service marks will inure to the sole benefit of Licensor.
Licensor hereby grants to Licensee non-exclusive use of the Licensed Materials and Access Rights.
II. Delivery/Access of Licensed Materials to Licensee
Licensor will provide the Licensed Materials and Access Rights to the Licensee in the following manner:
Network Access. The IMP³rove online assessment tools and Licensed Materials will be stored at one or more Licensor locations in digital form accessible by telecommunications links between such locations and authorized networks of Licensee.
Physical Media. Copies of the Licensed Materials will be provided to the Licensee on physical media (e.g., Hard copies (paper version) Digital Video Disk, CD-ROM, digital tape) for use of the Licensee.
File Transfer. Copies of the Licensed Materials will be provided to the Licensee as hard copy or through electronic transfer.
Licensee shall make payment to Licensor for the license in the amount of
€ 950.00 (nine hundred fifty Euro) plus VAT
To be paid to the bank account:
RBS plc., Niederlassung Frankfurt, (BLZ: 50 23 04 00), account number 1471 9280 20
IBAN: DE 40 5023 0400 1471 9280 20
The amount is due one week prior to the Effective Date.
IV. Authorized Use of Licensed Materials
Authorized User. "Authorized User" is:
The Licensee after the successful participation in the training course “Introduction to the IMP³rove Approach” and the accreditation by the Licensor.
The Licensed Materials may be used for purposes of recruiting and assisting enterprises in performing the IMP³rove online Assessments. The use of the Licensed Materials for commercial and/or academic training purposes is prohibited under this Agreement.
V. Access by and Authentication of Authorized Users
Licensee shall be granted access to the IMP³rove online assessment tools and Licensed Materials pursuant to the following:
IP Addresses. Authorized User shall be identified and authenticated by the use of Internet Protocol ("IP") addresses provided by Licensee to Licensor.
Passwords. Authorized User shall be identified and authenticated by the use of usernames and passwords defined by Licensee. Licensee shall be responsible for issuing, protecting and terminating passwords, and liable for unauthorized use of usernames and passwords.
VI. Specific Restrictions on Use of Licensed Materials
Unauthorized Use. Licensee shall not knowingly permit anyone other than Authorized User to use the Licensed Materials or use it on behalf of the Licensee.
Modification of Licensed Materials. Licensee shall not modify or create a derivative work of the Licensed Materials without the prior written permission of Licensor.
Removal of Copyright Notice. Licensee may not remove, obscure or modify any copyright or other notices included in the Licensed Materials.
Commercial Purposes. Other than as specifically permitted in this Agreement, Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form.
VII. Licensor Performance Obligations
Availability of Licensed Materials.Within 2 weeks after effectiveness of this Agreement (participation in the training course “Introduction to the IMP³rove Approach” and license fee paid), Licensor shall make the Licensed Materials available to Licensee. Support.
Licensor will offer technical support, including assisting with the implementation of a user account for the Licensee on the IMP³rove online platform. Licensor will offer reasonable levels of continuing support to assist Licensee in use of the IMP³rove online assessment tools and Licensed Materials. Licensor will make its personnel available by email, phone or fax during regular office hours (German time, CET)for feedback, problem-solving, or general questions.
Training. Licensor will provide appropriate training to Licensee relating to the use of the Licensed Materials and any Licensor software.
Quality of Service. Licensor will use reasonable efforts to ensure that the Licensor's server or servers have sufficient capacity and rate of connectivity to provide the Licensee and its Authorized Users with a quality of service comparable to current standards in the on-line information provision industry in the Licensor's locale.
Licensor will use reasonable efforts to provide continuous service with an average of 95% up-time per month. The 5% down-time includes periodic unavailability due to maintenance of the server(s), the installation or testing of software, the loading of additional Licensed Materials as they become available. Licensor shall not be held accountable for any downtime related to the failure of equipment or services outside the control of Licensor, including but not limited to public or private telecommunications services or internet nodes or facilities. Scheduled down-time will be performed at a time to minimize inconvenience to Licensee and its Authorized Users.
If the Licensed Materials fail to operate in conformance with the terms of this Agreement, Licensee shall immediately notify Licensor, and Licensor shall promptly use reasonable efforts to restore access to the Licensed Materials as soon as possible. To the maximum extent permitted by the applicable law, Licensor excludes any liability for damages suffered by Licensee in the event that Licensor is unable to repair any nonconformity in a reasonable period of time.
Modifications of Licensed Materials. Licensee accepts that from time to time the Licensed Materials may be added to, modified, or deleted from by Licensor and/or that portions of the Licensed Materials may migrate to other formats.
Continued Training. Licensor will inform Licensee about system and content updates as they become available. Licensor will provide additional training to Licensee as necessary on any updates or modifications to the Licensed Materials or any Licensor software.
Notice of "Click-Through" License Terms or Other Means of Passive Assent. In the event that Licensor requires Authorized Users to agree to terms relating to the use of the Licensed Materials before permitting Authorized Users to gain access to the Licensed Materials (commonly referred to as "click-through" licenses), or otherwise attempts to impose such terms on Authorized Users through mere use or viewing of the Authorized Materials, Licensor shall provide Licensee with notice of and an opportunity to comment on such terms prior to their implementation. In no event shall such terms materially differ from the provisions of this Agreement. In the event of any conflict between such terms and this Agreement, the terms of this Agreement shall prevail.
Withdrawal of Licensed Materials.Licensor reserves the right to withdraw from the Licensed Materials any item or part of an item for which it no longer retains the right to publish, or which it has reasonable grounds to believe infringes copyright or is defamatory, obscene, unlawful or otherwise objectionable. Licensor shall give written notice to the Licensee of such withdrawal no later than 4 weeks following the removal of any item pursuant to this section.
VIII. Licensee Performance Obligations
Promotion of IMP³rove services. Licensee shall promote the IMP³rove – European Innovation Management Academy and its services by (1) explicitly mentioning the IMP³rove – European Innovation Management Academy as the owner of the IMP³rove Assessment tools and Licensed Material on all electronic and print material related to his own services (2) posting a direct link to the IMP³rove web-site on his own web-sites and electronic material for the period of this Agreement. The link shall be clearly visible directly where innovation management related topics are mentioned. Licensee shall post the information on the IMP³rove – European Innovation Management Academy and its services no later than two weeks after signing of this Agreement.
Protection from Unauthorized Use. Licensee shall use reasonable efforts to protect the Licensed Materials from any use that is not permitted under this Agreement. In the event of any unauthorized use of the Licensed Materials by an Authorized User in the reasonable opinion of Licensor, (a) Licensor may terminate such Authorized User's access to the Licensed Materials, (b) Licensor may terminate the access of the Internet Protocol ("IP") address(es) from which such unauthorized use occurred, and/or (c) Licensee shall terminate such Authorized User's access to the Licensed Materials upon Licensor's request. Licensor shall take none of the steps described in this paragraph without first providing reasonable notice to Licensee (in no event less than 12 hours) and cooperating with the Licensee to avoid recurrence of any unauthorized use.
IX. Mutual Performance Obligations
Confidentiality of User Data. Licensor and Licensee agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may not be provided to third parties. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party.
This Agreement shall continue in effect for 12 (twelve) months - commencing on the Effective Date.
This agreement is valid for the duration of the license (twelve months) and will be renewed at the end of the current Agreement. An automatic notification by the system will remind you of extending your license three months prior to the expiration date for the current license.
XII. Early Termination
For the purposes of this Agreement, the following are terminating events:
· In the event that Licensor believes that Licensee has exceeded the scope of the License, Licensor shall so notify the Licensee in writing. The Licensee shall have 2 (two) weeks from the receipt of notice to cure the alleged breach and to notify the Licensor in writing that cure has been effected. If the breach is not cured within the 2 (two) weeks, the Licensor shall have the right to terminate the Agreement without further notice.
· The breach or threatened breach by either party of any of its obligations under this Agreement;
· The appointment of any type of insolvency administrator in respect of the property or affairs of either party;
· The permanent discontinuance of the IMP³rove services and platform.
The License may be terminated immediately on the happening of a terminating event at the option of the affected party.
Upon Termination of this Agreement online access to the Licensed Materials by Licensee and Authorized Users will be terminated immediately. Licensee has to return Authorized copies of Licensed Materials to Licensor within one week. All rights expressed to continue beyond termination of this Agreement will continue despite the terms of this clause.
Subject to the Limitations set forth elsewhere in this Agreement:
Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed Materials, that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Licensee in accordance with the terms of this Agreement shall not infringe the copyright of any third party.
The Licensee shall indemnify and hold Licensor harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement arising out of the use of the Licensed Materials by the Licensee or any Authorized User in accordance with the terms of this Agreement. This indemnity shall survive the termination of this Agreement. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION.
XIV. Limitations on Warranties
Notwithstanding anything else in this Agreement:
Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials. This limitation of liability shall not apply in case of an indemnity provided by one party to the other under this Agreement.
Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information.
Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor further expressly disclaims any warranty or representation to Licensee, or to any third party.
Licensee shall indemnify and hold Licensor harmless for any losses, claims, damages, awards, penalties, or injuries incurred by Licensor , including reasonable attorney's fees, which arise from (i) any breach of Licensee’s representations and warranties made under this Agreementor (ii) any use of the Licensed Materials by the Licensee in any manner other than as specifically permitted by this Agreement. This indemnity shall survive the termination of this Agreement.
XVI. Assignment and Transfer
Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed.
XVII. Governing Law
This Agreement shall be interpreted and construed according to, and governed by, the laws of Germany. The courts located in Duesseldorf, Germany shall have jurisdiction to hear any dispute under this Agreement.
XVIII. Force Majeure
Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
XIX. Entire Agreement
This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written.
No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by Authorized representatives of Licensor and Licensee.
If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
XXII. Waiver of Contractual Right
Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement.
All notices given pursuant to this Agreement shall be in writing and may be hand delivered, or shall be deemed received within 5 (five) daysafter mailing if sent by registered or certified mail, return receipt requested. If any notice is sent by facsimile, email or notification by the IMP³rove online platform, confirmation copies must be sent by email, mail or hand delivery to the specified address. Either party may from time to time change its Notice Address by written notice to the other party.
Any amendments of the License Agreement will be charged. The Licensee shall make payment to Licensor for the amendment in the amount of € 100.00 (one hundred Euro).