Terms & Conditions

General Terms and Conditions– CP3® B.V.

CP3® will provide its Customers access to “Software as a Service” applications for data access and data reporting under the following Terms and Conditions.

1. General

·1.1 These Terms and Conditions apply to all offers and quotes of CP3® as well as to all agreements between CP3® and its Customers.
·1.2 The Signup Form together with these Terms and Conditions form the entire agreement between CP3® and the Customer regarding the Service.

2. License and service

·2.1 During the Term, CP3® will make the Service available to the Customer pursuant to a License.
·2.2 The License is limited to use of the Service for business purposes.
·2.3 The License will become effective after acceptance of the Customer by CP3®, thereby granting the Customer access to the Service via the Account during the Term.
·2.4 The Customer acknowledges and agrees that regarding the use of the License, the Customer and its user(s) (natural persons authorised to access the Service) shall, where relevant, adhere to the following rules:
·a) the Service is exclusively used for business purposes;
·b) access to the Service is not transferred to third parties outside its organisation, e.g. sharing login codes; and/or
·c) the Service will not be changed, copied, reverse-engineered, modified, extended or decompiled.
·2.5 CP3® is entitled to perform random audits to confirm the Customer’s compliance with these rules.
·2.6 A fair usage policy applies. Our fair use policy entails that for all clients you service, you must create an individual client folder in CP3® This also applies to locations for franchise companies or different brands in case you are an advertiser.

3. Account

·3.1 After the Signup Form is submitted, CP3® will provide the Customer with login details of the Account.
·3.2 The Customer can create four (4) levels of authority to the Account, starting with the Owner / Administrator, who has all rights to the Account, including opening and terminating the Account, adding new data sources, and amending billing details and contract addresses. The User can use the Service and add new data sources, while the Contributor can use the Service but has no authority to add new users to the Account. By creating new Users, the Customer acknowledges that the User can add new data sources to the Account on its behalf.
·3.3 The Customer is responsible for maintaining the confidentiality of all login information for the Account and undertakes towards CP3® that the Administrator, Users, and Contributors will do the same.

4. Fees and Payment

·4.1 CP3® charges a Fee to the Customer consisting of a Base Fee and an additional Data Source Fee (if applicable) for the Service that applies during the Initial Term and/or the Extended Term, as the case may be.
·4.2 The Base Fee will be paid by the Customer monthly in advance unless otherwise agreed in the Signup Form. The Base Fee includes access to the Service and the use of ten (10) data sources.
·4.3 If additional data sources are added, an additional fee is charged by CP3® per data source (the Data Source Fee), which will be charged on a monthly basis in arrears.
·4.4 All Fees are stated and payable in USD (US$) and exclusive of VAT and other applicable taxes. The Customer is responsible for the due payment of all (additional) taxes, levies, or duties imposed by tax authorities in the Customer’s own country.
·4.5 No refunds or credits for Fees or other payments will be provided to the Customer unless explicitly stated otherwise in these Terms and Conditions.
·4.6 The applicable Fee during the Initial Term and/or the Extended Term is published on CP3®'s website and may be amended unilaterally from time to time. The new Fee will be applicable as of the start of the next Extended Term.
·4.7 The Customer is not entitled to set off outstanding amounts due.
·4.8 If the Customer fails to pay, or fails to pay on time, the Customer will be charged statutory interest on the outstanding amount. If the Customer remains in default, CP3® may claim all legal and extrajudicial costs incurred.
·4.9 Credit card or payment details can be forwarded by CP3® to an external payment processor.

5. Intellectual property

·5.1 All intellectual property rights in and in connection with the Service and/or related services exclusively remain with CP3® Nothing in these Terms and Conditions is intended to transfer any intellectual property rights to the Customer.
·5.2 CP3® may introduce technical protection measures to safeguard the Service, even if that results in usage restrictions.
·5.3 The Customer acknowledges that CP3® uses open-source software from third parties as part of the Service.

6. Support and maintenance

·6.1 CP3® will use commercially reasonable efforts to make the Service available to the Customer.
·6.2 The Customer may contact CP3® for support via email and/or telephone.
·6.3 CP3® may (temporarily) suspend or limit the Service for maintenance, updates, or improvements, informing the Customer where possible.

7. Disclaimer, no warranties

·7.1 The nature of the obligations of CP3® is one of commercially reasonable efforts and not a commitment to results.
·7.2 Although the Service has been developed and compiled with the highest level of skill and care, CP3® does not guarantee that the Service will always function without defects or interruptions. The Service is provided "AS IS" and "AS AVAILABLE". To the extent permitted by law, CP3® disclaims all express or implied warranties, including the implied warranty that the Service is suitable for a particular purpose. The Customer assumes sole responsibility for its use of the Service and any conclusions drawn from such use. CP3® shall not be liable for any damage caused by errors or omissions in any information or data provided by the Customer in connection with the use of the Service.
·7.3 CP3® provides no guarantee whatsoever with regard to, and shall not be liable for damages or (financial) reimbursement as a result of:
·(i) the failure of the Service to meet the expectations of the Customer;
·(ii) the non-availability or interrupted availability of the Service;
·(iii) the compatibility or correct operation of the Service in combination with the hardware or software of the Customer;
·(iv) the data entered by the Customer or a client.
·7.4 CP3® does not guarantee that support is available at all times or that the support advice provided is always correct.
·7.5 The Customer is responsible for securing and maintaining the network connections that connect its network to the Service. CP3® is not responsible for notifying the Customer of any fixes or enhancements to any software, computer networks, or telecommunications facilities (including but not limited to the internet) of the Customer.

8. Liability, force majeure

·8.1 CP3®’s total aggregated liability towards the Customer is in all circumstances and for all claims limited to the compensation of direct damages only, up to the amount equal to the Fee invoiced by CP3® and paid by the Customer during the last three (3) months prior to the moment when the damages occurred.
·8.2 The liability of CP3® for indirect damages, including consequential damages, loss of profit, lost savings, reduced goodwill, damage caused by stagnation, damage caused by claims from the Customer’s clients, and damage related to the Customer’s use of goods or services prescribed by CP3®, is excluded.
·8.3 CP3® is not liable for any costs or damage as a consequence of the mutilation, destruction, or loss of data, files, documents, and other data carriers of the Customer.
·8.4 CP3® is not liable in the event a claim is not reported in writing within three (3) months after:
·(i) discovery by the Customer of an event or circumstance that gives or may give rise to such a claim; or
·(ii) the moment that the Customer could have reasonably discovered an event or circumstance that gives or may give rise to such a claim.
The statute of limitations for all legal claims is twelve (12) months after a claim or breach of performance has been notified to CP3®.
·8.5 These Terms and Conditions apply without limitation to all persons and legal entities affiliated with CP3® and who are or may be liable in relation thereto. These Terms and Conditions constitute, for these persons and/or third parties, an irrevocable third-party clause within the meaning of Section 6:253 of the Dutch Civil Code, without financial consideration, and may be invoked by these persons and/or third parties.
·8.6 CP3® is not obliged to fulfil any obligation if force majeure applies, meaning that the fulfilment of an obligation is hindered or would be unreasonably costly due to circumstances beyond CP3®’s control, including but not limited to:
·(i) the failure of suppliers to properly fulfil their obligations;
·(ii) governmental measures;
·(iii) power failures, internet failures, data network failures;
·(iv) war; and
·(v) general transport problems.
·8.7 If a force majeure situation lasts longer than sixty (60) days, either party has the right to terminate the agreement. Performances already delivered will be settled proportionately, without further obligations between the parties.
·8.8 The Customer indemnifies CP3® against all claims from third parties arising from the use of the Service and/or the performance by CP3® of its obligations under an agreement with the Customer.

9. Personal data processing and protection

·9.1 Through use of the Service, CP3® may have access to Data that includes personal data, within the meaning of the GDPR, of Customer employees and/or Customer clients. If this is the case then this clause shall apply and qualify as a ‘data processing agreement’ within the meaning of the GDPR, whereby CP3® qualifies as the “(sub-)processor” and the Customer as the “controller”.
·9.2 The Customer is independently responsible for compliance with applicable data protection laws and regulations – such as the GDPR – with regard to the collection and processing of personal data of its clients. The Customer shall indemnify and hold CP3® harmless from and against any and all claims, damages, losses, costs or expenses or any damages or costs awards sustained or incurred by CP3® in connection with any complaint made against CP3® as a result of Customer’s failure to comply with applicable data protection laws or regulations in respect of the collection and processing of personal data of its clients.
·9.3 CP3® will process personal data under the authority of the Customer in accordance with this data processing agreement. Processing shall exclusively take place within the framework of providing the Service and any services provided by CP3® in connection therewith. CP3® shall not process the personal data for own purposes unless it acquires a legitimate basis for such processing.
·9.4 CP3® will take adequate technical and organisational measures to protect the personal data against loss or any form of unlawful processing (e.g. unauthorised inspection, impairment, change of or access to the personal data), thereby taking into account the state of the art, the sensitivity of the personal data and the costs associated with the implementation of the such measures. CP3® does not guarantee that the security measures are effective under all circumstances.
·9.5 CP3® will store the personal data within the European Economic Area (EEA). CP3® may transfer the personal data to a country outside the EEA, provided that the legal requirements for such transfer have been fulfilled.
·9.6 In the event of a data breach (i.e. a breach of the security of personal data that results in a chance of adverse effects, or has adverse effects, for the protection of the personal data), the Customer remains solely responsible for notification of the relevant supervisory authority and/or the relevant data subject(s) to the extent applicable. In order to enable Customer to comply with this statutory obligation CP3® will inform the Customer as soon as possible after a data breach occurred. Such notification will include the following information:
·(i) the nature of the data breach in connection with the personal data,
·(ii) where possible, the categories of the data subjects and personal data types,
·(iii) the potential consequences of the data breach,
·(iv) the measures CP3® proposed or has taken to deal with the data breach and/or the measures to limit the potential adverse effects of the data breach.
·9.7 In the event a Customer client addresses a request to exercise his / her privacy rights to CP3®, CP3® will forward such request to the Customer and the Customer will handle the request further.
·9.8 A confidentiality obligation vis-à-vis third parties applies to any and all personal data that CP3® receives and/or collects within the framework of this date processing agreement. The confidentiality obligation hereunder is not applicable to the extent that the Customer consents to the provision of the information to third parties, or if the provision of information to third parties is reasonably required in connection with the performance of the Service or related services, or if there is a statutory obligation to provide the information to a legal authority.
·9.9 The Customer is entitled to have an independent third-party auditor, bound by confidentiality, conduct an audit on compliance with the GDPR, more specifically the security measures. The costs associated to any such audit shall be borne by the Customer. An audit will take place only in case of a specific suspicion of abuse of personal data and not more frequently than once every year. Any findings resulting from the audit will be assessed by CP3® and, at the discretion of CP3®, be implemented by CP3®.
·9.10 CP3® ensures that Data stored and processed by the Service are stored separately from, and are not co-mingled with Data of other customers.
·9.11 This data processing agreement applies as long as CP3® processes personal data in connection with providing the Service to the Customer. As soon as the License has been terminated, CP3® will irrevocably delete all Data of the Customer after a period of three (3) months, unless Dutch statutory provisions (e.g. financial administration) require CP3® to retain (part of) the Data for a longer period.

10. Term and termination

·10.1 Agreements are entered into for the Initial Term and are automatically extended for Extended Terms of one (1) month each.
·10.2 Either party may terminate the agreement in writing, observing a 30-day notice period before the end of the applicable Term.
·10.3 CP3® has the right to terminate the agreement immediately if the Customer materially breaches these Terms.
·10.4 CP3® may also terminate the agreement immediately if the Customer:
·a) is declared bankrupt or files for bankruptcy;
·b) requests a suspension of payments;
·c) becomes unable to pay its debts as they fall due;
·d) ceases business operations; or
·e) fails to pay the Fee on the due date.
·10.5 Upon termination of an agreement, the right of the Customer to use the Service ceases and the Account will no longer be accessible by the Customer. The Customer may request CP3® to convert the Data in a machine-readable format for transfer to Customer or a third party appointed by Customer, provided CP3® is reimbursed for the costs associated with such Data conversion.
·10.6 Where in these Terms and Conditions reference is made to termination of an agreement, this includes the termination of the License of the relevant Customer.

11. Export Control

·11.1 To the extent the Service is subject to export control and economic sanctions laws, the Customer acknowledges and accepts that it will comply with all such applicable export control and economic sanctions laws.
·11.2 The Customer is not allowed to access or use the Service if the Customer is located in any jurisdiction in which the provision of the Service is prohibited and the Customer is not allowed to use the Service if it is a party, individual or organization listed on the consolidated list of persons, groups and entities subject to Dutch and/or EU financial sanctions.

12. Complaint and dispute procedure

·12.1 In the event of any dispute arising from or in connection with an agreement or the Service and/or these Terms and Conditions, the party claiming there is a dispute must give written notice to the other party setting out the details of the dispute and proposing a resolution. Within 14 days after receiving the notice, the other party shall respond and propose a potential solution or method for resolving the dispute by other means, in good faith.
·12.2 If the parties do not resolve the dispute or (if the dispute is not resolved) agree on an alternate method to resolve the dispute within 28 days after receipt of the notice, the dispute may be referred by either party to litigation.

13. Applicable law and competence

·13.1 These Terms and Conditions, including any other arrangement or agreement between CP3® and the Customer, related to or in connection with providing the Service, are governed exclusively by the laws of the Netherlands. The application of the Vienna convention on contracts for the international sale of goods is excluded.
·13.2 Any and all disputes that cannot be resolved through the complaint and dispute procedure, shall be dealt with exclusively by the competent court in Amsterdam, the Netherlands.

14. Miscellanious

·14.1 If any provision of these Terms and Conditions is held invalid or otherwise unenforceable, the enforceability of the remaining provisions of these Terms and Conditions will not be impaired thereby. In such an event, the invalid provision will be replaced with a provision that is valid thereby taking into account the intention of the original invalid provision.
·14.2 CP3®’s failure to exercise, or delay in exercising any rights under these Terms and Conditions does not constitute a waiver of such rights.
·14.3 Nothing in these Terms and Conditions shall create or be deemed to create a partnership, agency or relationship of employer and employee between CP3® and the Customer.
·14.4 CP3® reserves the right to unilaterally amend these Terms and Conditions from time to time. Any such amendments shall be effective after acceptance by the Administrator, the User or the Customer on behalf of the Customer of the new version of such Terms and Conditions. A rejection by the Customer of the new Terms and Conditions implies that the relevant agreement terminates after a period of 30 days from declining the new Terms and Conditions. By using the Service after receiving the notification of the new Terms and Conditions, the Customer confirms to have accepted the new Terms and Conditions.

15. Acceptance of third-party terms and conditions

By accepting these Terms and Conditions and using the Data Source connection of a data provider, the Customer accepts the terms and conditions of the following data providers:

YouTube: Customers agree to be bound by the YouTube Terms of Service.