1. Applicability

    By using the ElixirSync software (“Service”), or any services of Elixir Solutions CVBA (“Elixir Solutions”), you (“User”) are agreeing to be bound by the following terms and conditions (“Terms of Service”).

    IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY, ITS AFFILIATES AND ALL USERS WHO ACCESS OUR SERVICES THROUGH YOUR ACCOUNT TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY, ITS AFFILIATES AND USERS ASSOCIATED WITH IT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

    Elixir Solutions may from time to time change the Terms of Service. The User has thirty days to protest such changes, after which period the new terms are deemed to have been accepted by the User. If the User does not accept the new terms, Elixir Solutions reserves the right not to extend or renew any licenses and/or related services.

    Any new features that augment or enhance the current Service, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Service after any such changes shall constitute your consent to such changes.

  2. Scope and limitation of the Service provided by Elixir Solutions

    Elixir Solutions provides the User with a software platform that enables the User to synchronize data and to perform operations as set forth on the Elixir Solutions website (For example, integrations between Hubspot and SAP, Oracle or other systems).

    The related services provided by Elixir Solutions are strictly limited to reasonable measures to ensure the working and availability of ElixirSync. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions.

    Elixir Solutions does not screen the data, text or media content, processed through ElixirSync by the User. The User is free within the limited scope of its license rights to use and operate ElixirSync according to its intended purpose. As a result, the User bears the sole and full responsibility for the content that he processes with the use of ElixirSync. We claim no intellectual property rights over the material you provide to the Service and you retain full ownership thereof but agree to grant us a worldwide, transferable license (with the right to sublicense) to use, copy, reproduce, process, adapt, modify, transmit, edit and translate the material in order to transmit and distribute it over computer networks in connection with providing the Service.

  3. User’s obligations and liability

    User accepts complete and unconditional responsibility for any and all operations performed under his accounts.

    The User will only process data he has the right to process. The User will comply with (i) all applicable international, national, state and local laws and regulations, (ii) all internet regulations, policies and procedures and (iii) the license conditions of the applications synchronized by ElixirSync.

    The User agrees to never use ElixirSync for illegal purposes or conduct that is otherwise objectionable. The User may not process any content that (i) is unlawful, harassing, abusive, threatening, or harmful of any kind or nature or otherwise objectionable; (ii) he does not have the right to process under any law or under contractual or fiduciary relationships; (iii) infringes any rights of a third party, such as but not limited to patent, trademark, trade secret and copyright rights.

    The User will not use nor display any means, software or routines that might harm other parties or the good functioning of ElixirSync, or disproportionately burden the ElixirSync system.

    The User accepts the full responsibility for his accounts and agrees to defend, indemnify and hold harmless Elixir Solutions, its shareholders, directors, officers, employees, agents, distributors, attorneys, parent companies, subsidiaries and affiliates, harmless from and against any and all claims, liabilities, judgments, penalties, taxes, costs and expenses (incl. reasonable attorney fees and costs) arising out of or related to User’s breach of the Terms of Service.

  4. Payments and Fees

    All amounts invoiced are due and payable within thirty (30) days from the date of the invoice. If payments are not made in time, a penalty applies automatically of 10% of the invoiced amount, with a minimum of €250.

  5. Security and data protection

    Elixir Solutions will take reasonable steps to ensure that the Service is secure and protected. However, as the Service is delivered through the internet, Elixir Solutions cannot guarantee that ElixirSync cannot be hacked, breached or compromised in any manner. In case the User finds or suspects any misuse or security breach, the User will immediately contact Elixir Solutions on carl.bouckaert@elixir-solutions.be.

    Elixir Solutions will not store User data on its servers that are not strictly necessary for the delivery of the ElixirSync service.

  6. Confidentiality

    Elixir Solutions acknowledges that all information and/or data that is processed through ElixirSync is confidential and represents an important commercial asset of the User. Elixir Solutions will in no way divulge it or make it known to third parties, and will not use this information and/or data for its own benefit without express written permission from the User. Elixir Solutions shall only pass the confidential information and/or data to or make it known to those of its employees and contractors that absolutely must have this information and/or data to provide ElixirSync and the related services.

    The User undertakes a similar confidentiality obligation with respect to the data that the User receives from Elixir Solutions.

  7. Title to ElixirSync

    All intellectual property rights in, title to or ownership of ElixirSync (such as but not limited to copyright, database rights, trademarks and patents) shall at all times remain with Elixir Solutions. This includes the mechanisms and interfaces built by Elixir Solutions to link with third party API’s. All manuals, documentation and programs, whether available in hard copy or accessible by remote inquiry shall remain confidential and the property of Elixir Solutions. User shall not use, print, copy, modify, translate or alter ElixirSync in whole or in part.

    The Elixir Solutions and ElixirSync logo’s and names are protected trademarks of Elixir Solutions. The User is not entitled to use, copy, remove or hide these signs without express written approval of Elixir Solutions.

    The User is not allowed to grant any sub-license or other right with respect to ElixirSync.

  8. Limitation of liability of Elixir Solutions

    Elixir Solutions will provide reasonable efforts to ensure the proper functioning of ElixirSync as set forth in the Elixir Solutions website

    Elixir Solutions represents that ElixirSync is developed in a professional manner and is consistent with generally accepted industry standards. Elixir Solutions will continue to improve ElixirSync and warrants that ElixirSync at all times will comply with such standards. However, Elixir Solutions does not warrant that ElixirSync is entirely free of small bugs and errors or that ElixirSync will function without interruptions.

    Elixir Solutions provides ElixirSync “as is”. Elixir Solutions does not warrant that the functions contained in ElixirSync will meet the User’s performance requirements or that ElixirSync will operate in accordance with the User’s expectations. The User accepts responsibility for the selection of ElixirSync, its use and the results to be obtained there from.

    Elixir Solutions makes no warranty of any kind, express or implied, and the warranty of fitness for a particular purpose is hereby excluded.

    Elixir Solutions can only be held liable for gross negligence (“zware fout”, “faute grave”). It cannot be held liable when a defect or malfunction of ElixirSync is attributable to (i) a software or hardware defect that was not issued by Elixir Solutions, or (ii) API Issues, or (iii) the fact that changes or amendments to ElixirSync have been made without its permission, or (iv) if the User fails to report immediately any defect together with documentation and information relating to the occurrence of the defect.

    The User understands that ElixirSync is an online application. Elixir Solutions cannot be held liable when a defect or malfunction of ElixirSync is attributable to network or communication issues, or to hacking, malware or other forms of misuse.

    Elixir Solutions will not be liable to the User or third parties for loss of profits or business, loss of data, indirect, consequential or incidental damages, even if Elixir Solutions has been advised of the possibility of such losses or damages. For direct damages, if repair in species is not possible, the liability of Elixir Solutions toward the User shall never exceed an amount equal to the license fees paid by the User over the last twelve months. The User shall take all necessary measures that can reasonably be expected to limit its damage.

    The User shall indemnify Elixir Solutions and hold it harmless against and in respect to any and all claims, damages, losses, costs, expenses, obligations, liabilities, actions, suits, including without limitation, interest and penalties, reasonable attorneys’ fees and costs and all amounts paid in settlement of any claim, action or suit that may be asserted against Elixir Solutions or that Elixir Solutions shall incur or suffer that arise out of, result from or relate to: (a) the non-fulfillment or breach of any obligation of the Terms of Service; (b) any claim of any nature whatsoever brought by any third party who may suffer damages of any sort as a direct or indirect result of the User’s activities relating to or in connection with the User’s use of ElixirSync.

  9. Termination for cause

    In case Elixir Solutions notices an action by User or lack of action by User that might in Elixir Solutions’s reasonable opinion breach the Terms of Service or the Annexes, harm directly or indirectly a third party, might otherwise be objectionable or if a third party notifies Elixir Solutions of a possible harm, Elixir Solutions will contact the User in order to remedy the breach or harm caused as soon as possible and in any event within two weeks.

    In extreme cases or in case the User fails to timely remedy his breach or the harm caused, Elixir Solutions — at its sole discretion, and if such breach or harm can be reasonably stopped by these means — may immediately and without notice, without intervention of the court (“de plein droit”), block or remove any content and/or terminate or suspend any User license, without any repayment of license fees or other indemnification of User and with complete indemnification of Elixir Solutions.

    In case Elixir Solutions discontinues its services or blocks the User’s access to ElixirSync on the basis of this provision, User will not be entitled to any indemnification from Elixir Solutions for the damages suffered as a result thereof. If the User unsuccessfully contests Elixir Solutions’s decision in court, the User will reimburse Elixir Solutions’s legal costs and expenses (incl. all attorney fees and costs).

  10. Force Majeure

    Neither party shall be in default or otherwise liable for any delay in or failure of its performance if such delay or failure arises by any reason beyond its reasonable control, including the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications, or any act or failure to act by the other party or such other party’s employees, agents or contractors.

  11. Salvatory clause

    Should any part of this agreement be invalid for any reason, it is to be replaced with a corresponding text, which is valid and equivalent to the intended meaning. The rest of the agreement shall remain unaffected and valid.