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License Terms of the tmatic.TRAVEL Service

API License Terms of the tmatic.TRAVEL API

Privacy Policy

Delivery and Refund Policy

01 December 2020
01 December 2020
01 December 2020
These License Terms apply to you as a Content Provider. We advise you to read these License Terms carefully so you are aware of your rights and responsibilities when you make content available via our services. These License Terms may have been translated into other languages. In case of a discrepancy between the translated version and this English version, this English version shall prevail. These License Terms also include terms on the use of your personal data.

These License Terms apply to you as an API user. We advise you to read these license Terms carefully so you are aware of your rights and responsibilities when you upload the Content. These License Terms may have been translated into other languages. In case of a discrepancy between the translated version and this English version, this English version shall prevail. These License Terms also include terms on the use of your personal data. In addition we advise you to read the Privacy Policy

.

izi Distribution Services bv is the "Licensor"

and

The user of the izi Distribution Services API is the "Licensee"

All sales are final.

You have the right to cancel your purchase or subscription to Digital Content in izi.TRAVEL and apply for a refund within a period of 14 days beginning with the day after purchase. Once you have received your refund, you will no longer have the right to access the Digital Content.

Please note that once you registered your phone number in the izi.TRAVEL App to activate your purchase, you are no longer eligible for a refund.

Article 1 Definitions

The capitalised terms used in these License Terms have the following meaning:

Account: the personal environment of the Content Provider in AMS, to which the Content Provider obtains access after entering its Login Details;
AMS: the Assets Management System on the izi Distribution web-site which the Content Provider uses to manage and monitor distribution of its Content in Content Channel Partner' systems and/or in its own online and offline channels, including uploading and editing Content for advanced representation in different systems;
Application Market: the party providing the opportunity to End Users to download applications, such as App Store, Windows Phone Store and Google Play and others;
CMS: the online content management system on the izi.TRAVEL web-site which the Content Provider uses to create, upload and modify its Content;
Content: all information and/or data provided, changed, or uploaded by the Content Provider through the CMS and/or AMS, including – but not limited to – mobile travel guides containing information on museums and/or outdoor objects or places of interest provided in the form of text, photos, video's, audio materials, and any other form;
Content Channel Partner (CCP): an aggregator, website, company, organization, partnership, or undertaking that wish to use the Storytelling Content in CCP Products. A CCP must be a registered company.
CCP Products, Apps and Services: product(s) or service(s) of the CCP including, but not limited to, mobile applications, voice based assistants, car infotainment systems, web interfaces/web devices, mapping/navigation/positioning devices, and/or other displaying devices, technology, platforms, products and/or services;
Content Provider or you: each business, undertaking, legal entity, sole proprietorship or individual, whether or not acting in the conduct of any business or profession, who has created an Account and uses the izi Distribution Service by inter alia, uploading Content through the CMS and/or AMS;
Database: the database in which the Content is incorporated and which izi Distribution Services may make available to the CCP;
End User: an individual using the Content through any of the CCP Products, Apps and Services;
Intellectual Property Rights: all intellectual property rights and related rights such as copyrights, trademark rights, patent rights, design rights, trade name rights, moral rights, database rights, neighbouring rights, as well as rights to know-how, logos, domain names, service marks, inventions and sui generis intellectual property rights, and all similar rights in any part of the world, including any registration of such rights and applications and rights to apply for such registration;
izi Distribution Service or tmatic.TRAVEL: in the context of these License Terms, it means the service provided by izi Distribution to the Content Provider as further described in article 3;
izi Distribution or we: izi Distribution Services BV, Mesdagstraat 50-2, 1073 HP Amsterdam, The Netherlands
License Terms: these license terms applicable to Content Providers;
Login Details: the name and password which the Content Provider provides when creating its Account and with which the Content Provider gains access to its Account;
NET revenue: sales minus taxes and commission of Content Channel Partner;
Personal Data: personal data as defined in article 4(1) GDPR;


Article 2 Applicability

2.1 By using the izi Distribution Service, you accept these License Terms. In order to avoid any discrepancy between applicable terms, your own terms and conditions (if any) will not apply.

2.2 It may sometimes be required for us to make changes to these License Terms (for instance due to business developments, new regulations etc.). You agree that we won't ask you to approve these changes. The most up-to-date License Terms can always be found on the izi Distribution Website. The amendments or supplements to the License Terms will also be brought to your attention during the use of the izi Distribution Service. Your continued use of the izi Distribution Service after changes to these License Terms implies that you agree with the changed License Terms. In case you do not agree to the changed License Terms, we suggest you to stop using the izi Distribution Service.

2.3 It may occur that any provision of these License Terms is or becomes illegal, void or invalid for whatsoever reason including, but not limited to, overriding mandatory consumer protection law. Such invalid provision shall not affect the validity of the other provisions of the License Terms, and such invalid provision shall be replaced by another provision which, being valid in all respects, shall have an effect as close as possible to that of the replaced provision.

Article 3 The izi Distribution Service

3.1 The izi Distribution Service gives you the right to access and use a AMS, which enables you to upload, store, and manage (i.e., modify, add, and delete), manage distribution of your Content. The Content uploaded/provided by you will become part of a Database. We make Databases available to Publication Partners Content Channel Partners who may incorporate the Content in their Products, Apps and Services as further described in article 7. This could lead to a greater exposure of your Content and could help you reach more people and/or attract more visitors. The purpose of the izi Distribution Service is to bring the Content Providers and the Content Channel Partners together.

3.2 As izi Distribution Sevice operates as a service and does not interfere with the Content, we do not respond to requests from Content Providers to exploit and/or use the Content in any specific way. We can also not guarantee that a Content Publication Partner or End User is going to exploit the Content in a specific way nor that the exploitation of the Content will be successful.

3.3 As the izi Distribution Service is a free and open platform, Content Providers cannot claim exclusivity for a certain public object or place of interest; i.e. the izi Distribution Service allows every Content Provider to include a public object or place of interest in his Content.

3.4 We will provide the izi Distribution Service to the best of our ability. However, you must accept that the izi Distribution Service contains only those functionalities that you find at the moment of use ("as is" basis). Except as expressly provided in these License Terms, we make no warranties of any kind, whether express, implied, statutory, or otherwise, including, but not limited to, any warranties of merchantability or fitness for a particular purpose, quality, safety, integrity, reliability, or accuracy of the izi Distribution Service, the AMS or the CMS, or that any part of the izi Distribution Service will be uninterrupted, error-free, virus-free, timely, secure, nor is it warranted either implicitly or expressly that any content is safe in any manner for download.

Article 4 Access to and Availability of the izi Distribution Service

4.1 In order to use the izi Distribution Service, you need to create an Account by following the registration process on the izi Distribution Service Website. The Content Provider will be asked to assign a contact person and provide contact information of the contact person. You need to make sure that all provided information is up-to-date, correct and complete. This is important to us as we may need to reach out to the Content Providers in certain cases (for instance with questions about your Content). No Content Provider is allowed to create an Account under someone else's name.

4.2 If you are an individual under the age of 18, you are also welcome to register as a Content Provider but you need to have your parent(s)' or legal guardian(s)' permission to create an Account and to use the izi Distribution Service.

4.3 If you register an Account and use the izi Distribution Service on behalf of another individual, a company or other kind of business undertaking, you take responsibility for having legal authority to bind that individual, company, or other kind of business undertaking to these License Terms.

4.4 Login Details are required for registration. The Login Details must be kept secret to avoid unauthorised use of an Account. As soon as you know, or have reasons to suspect, that your Login Details have come into the hands of unauthorised persons, you should inform izi Distribution and take effective action immediately, by modifying the Login Details.

4.5 If you can no longer access your Account (for instance because the person who created the Account has left your company without leaving behind the Login Details), please contact us at support@izi-distributor.com.

4.6 izi Distribution Service may use the contact information provided by you to send e-mails concerning the operation of the izi Distribution Service.

4.7 In case you give other people (third parties) access to your Account, their actions will be under your full responsibility. This implies that any damages to your Content or costs related to the use of paid izi Distribution services by such third parties will be due to your own account. These License Terms shall also apply to such third parties making use of your Account.

4.8 In certain cases, we may need to get in touch with you. If you do not respond to our query within three months, we assume that you no longer wish to make use of your Account and we will be entitled to terminate your Account and remove your Content.

4.9 In order to improve the izi Distribution Service, or for other reasons, izi Distribution Service may need to make functional, procedural or technical changes to the izi Distribution Service, including the AMS and the CMS, and/or (temporarily or permanently) take out (part of) the izi Distribution Service. izi Distribution Service cannot be held liable for that.

4.10 The purchase and/or the proper operation of the infrastructure necessary to use the izi Distribution Service is the sole responsibility of the Content Provider. izi Distribution Service cannot be accounted for damage or costs related to transmission errors, malfunctions, or non-availability of computer, data or telecom facilities, including the internet.

4.11 We undertake all reasonable measurements to make sure the izi Distribution Service works impeccable at any time. In the event that the izi Distribution Service, or part thereof, is nevertheless (temporary) unavailable or not working properly, we cannot be held liable for any related damage or costs.

4.12 Note that we are not responsible for storage of your data, including your Content. That means that if you remove your Content from our platform or if we encounter technical problems your Content may be lost and we may not be able to retrieve your Content. We therefore recommend that you keep a copy of your Content on your own devices for storage purposes.

Article 5 Use of the izi Distribution Service

5.1 You are free to use the izi Distribution Service and you (i.e. the Account holder) are solely responsible and liable for the Content and management (i.e. modification, addition, and deletion) of the Content provided through your Account.

5.2 We may impose minimum standards upon the Content including, but not limited to, standards regarding technical requirements, quality, and information level and we may at any time, amend or supplement these standards. Feel free to contact us if you have any questions regarding these minimum standards.

5.3 No Content may be made available and the izi Distribution Service may not be used in any way that:

  • is discriminating regarding race, religion, gender, culture or heritage, or which is otherwise offensive;
  • calls for violence against and/or harassment of others;
  • is false and/or misleading, including – but not limited to – the adoption of a false identity and/or making the incorrect suggestion that the Content Provider is in any way commercially connected with izi Distribution;
  • contains viruses, Trojan horses, worms, bots or other software that can damage, disable, or delete the izi Distribution Service or makes it inaccessible;
  • violates the License Terms, the Privacy Policy and/or the jurisdiction where the Content Provider is established;
  • infringes the rights of izi Distribution and/or third parties, including – but not limited to – Intellectual Property Rights and rights that relate to the protection of privacy;
  • harms the interests and reputation of izi Distribution or a Content Channel Partner;
  • reproduces, publishes, or sells information which is obtained through the izi Distribution Service, other than the Content created and provided by the Content Provider itself;
  • makes Content available that contains third party advertisement, other than with the express permission of izi Distribution;
  • violates the minimum standards to the extent provided by izi Distribution to the Content Provider;
  • engages third parties to perform any of the above mentioned acts.
5.4 If photos are included in the Content, the persons in such photos have granted all necessary consents to such use unless such consent is not required in accordance with applicable law.

5.5 The Content made available by you through the izi Distribution Service may be used by us, Content Channel Partners and End Users in accordance with article 7.

5.6 In the following situations we may need to (i) refuse or remove Content, (ii) terminate your Account, or (iii) assign to the Content the status of 'draft' which means that the Content requires to be changed before it becomes accessible by Content Channel Partners or End Users:

  • if the Content does not meet the standards as provided in article 5.2;
  • if the Content is not permitted based on article 5.3;
  • upon a court order thereto; or
  • if the Content is generally inappropriate or contrary to community standards.
izi Distribution may take such decision at its own discretion and irrespective of any formal analysis under applicable law. By taking any of the actions above, izi Distribution will not become liable to pay any compensation to the Content Provider.

5.7 If you are of the opinion that certain Content offered by another Content Provider infringes your rights and/or the rights of a third party, please notify izi Distribution Service immediately in accordance with article 13.

Article 6 Marketing Cooperation

6.1 izi Distribution Service invests extensive resources to deliver the free-of-charge izi Distribution Service. The izi Distribution Service can bring the Content Providers most success if the Content Providers contribute with their promotion. Therefore, izi Distribution Service is looking for the Content Providers' cooperation and kindly asks you to promote your audio guide(s)Content and the izi Distribution Service via your marketing and communication channels.

6.2 We invite you to promote your audio guide(s)Content and the izi Distribution Service via your marketing and communication channels as suggested - but not limited to – in the list below:

  • place a direct hyperlink on your website to your audio guide page on the izi Distribution Service Website or on the Content Channel Partner website in an attractive manner in order to stimulate end users to download your audio guide(s) in advance;
  • place an announcement and/or promotional information of your audio guide(s) and the collaboration with izi Distribution Service on your website and any social media in use by you;
  • cooperate with us on a quote and/or success story regarding the izi Distribution Service for use by us in our marketing communications;
  • provide us with input for promotion of the Content through our social media channels;
  • promote the brand "izi.TRAVEL" and the izi Distribution Service at other occasions (e.g. events, conferences) and/or via word of mouth advertisement.
If you would like to know more about the marketing opportunities, please refer to our website http://izi-distributor.com.

6.3 As feedback is important to us to improve the izi Distribution Service, we may approach you to participate in (quarterly) evaluations of the izi Distribution Service. In the AMS, there are pre-defined opportunities to collect your valuable opinion. We would very much appreciate your input and collaboration in this respect.

6.4 We will use our reasonable best efforts to, free of charge:

  • provide you with support, templates for promotional materials, and training on how to effectively promote the Content created;
  • enable you to promote your organisation via the izi Distribution Website;
  • promote the Content and partnership with you in your market and marketing communication where relevant;
  • promote the cooperation in speeches, at conferences and other events where relevant;
  • find, connect and develop new channels to distribute your Content.

Article 7 Intellectual Property Rights

7.1 We respect your Intellectual Property Rights and we expect you do the same with our Intellectual Property Rights. You will be and will remain the sole owner of all Intellectual Property Rights in relation to the Content that you make available through the izi Distribution Service. You can adjust, change and/or remove your Content at any time from the izi Distribution Service. The Intellectual Property Rights in relation to the izi Distribution Service, including the AMS and the Database, and the izi Distributor Website belong exclusively to us or our licensors. This means, for instance, that you are not allowed to register any domain names, trademarks, or Google Adwords that are identical or similar to any object to which izi Distribution Service holds Intellectual Property Rights and that you are not allowed to reproduce, modify, reverse engineer, or publish the izi Distribution Service and/or the AMS for other purposes than those listed in these License Terms. Removal, hiding, making illegible or modifying notifications or statements with regard to our Intellectual Property Rights is not permitted.

7.2 As Content Provider you will be given the right to access and use the izi Distribution Service and the software that forms part of the izi Distribution Service, including the AMS, insofar as necessary for the use of the izi Distribution Service. You appreciate that izi Distribution Service may grant this same right to other Content Providers as well. We can only revoke this right granted to you in those situations as further described in these License Terms.

7.3 In order for us to be able to spread your Content and to give you free and global exposure, you acknowledge and accept that by making the Content available through the izi Distribution Service, you automatically and free-of-charge give us the right to use and reproduce your Content worldwide. This includes the right for us to make your Content available to third parties and to give third parties this same right to use and reproduce your Content. This right granted to us will not be exclusive, so feel free to have other parties than izi Distribution Service to spread your Content as well. The right given to us to use and reproduce your Content includes, but is not limited to, the right to:

  • use the Content for our internal purposes, such as using screenshots for our leaflets or using it as an example in our presentations;
  • reformat and/or use the Content for purposes of developing, producing, and enhancing the Database (e.g. on request of specifc Content Channel Partners);
  • incorporate, (permanently) store, add to, or otherwise use the (reformatted) Content in the Database, and in Apps and Services of izi Distribution Services of our Content Channel Partners;
  • provide certain Content Channel Partners (partners of izi Distribution Service that have been carefully selected by us) with access to your Content (through the API to the Database or otherwise) and the non-exclusive and worldwide right to (i) reformat and/or use your Content for purposes of developing, producing, and enhancing their Products, for instance to present it in the most attractive way through their Products, (ii) use your Content in their Products (to enhance your Content's exposure), and/or (iii) sublicense, deliver, and/or distribute your Content with and/or as part of their Products to other parties for their same use as described in this clause (d) and/or further distribution and/or to End Users;
  • use (parts of) your Content, your name, brand and/or logo and the relationship between us for promotional and marketing purposes, for instance by presenting your Content as an example to other potential Content Providers and End Users, unless you do not approve such use in which case you should contact us.
7.4 Your name and profile and copyright notice (if any) will always be accessible, linked or integrated with your Content when made available to the Content Channel Partners and End Users, unless for technical reasons this is not possible (for instance when we promote your Content via Social Media, e.g. Twitter)

7.5 The license you granted to izi Distribution Service to use and reproduce your Content as further described in article 7.3 above, will stay in force as long as your Content is available through the izi Distribution Service. Any removal by you of your Content, will automatically result in the same removal from izi Distribution's systems and servers and from the Database. izi Distribution Service will, however, not be under the obligation to remove this Content also from all proxy servers or similar technical 'cache systems'. Prior to the removal the Content may have already been downloaded by a third party (which could be an End User, a Content Channel Partners, or other third party). We can obviously not ensure the removal of the Content from any services, systems or devices under the control and operated by such third party nor can we prevent such third party from using the removed Content any longer.

7.6 We respect your Intellectual Property Rights in accordance with these License Terms and we will only work with those Content Channel Partners that agree to do the same. It may, however, be the case that, due to technical reasons, we or a Content Channel Partners make a publication of your Content without mentioning your name, or other designation as creator of the Content, or make any changes to the title of your Content or any minor changes to the Content itself. In those cases, the meaning of the Content itself will not be changed. You agree to accept such changes and not to object. Should such changes result in any distortion, mutilation, or other impairment of your Content that could be prejudicial to your name or reputation or to your dignity, you will of course have the right to object.

7.7 In case you do not agree with any of the changes made to your Content by any Content Channel Partners, or if you are of the opinion that your Intellectual Property Rights have been infringed or are being infringed by a Content Channel Partner, you may notify us thereof as soon as possible by sending a notification to support@izi-distributor.com. We will then contact the relevant Content Channel Partner and try our best to stop and/or remedy the infringement. If it appears, to the opinion of izi Distribution Service, that your claim is lawful, we will decide to cease any form of cooperation with such Content Channel Partner. In no event, however, can izi Distribution Service be held liable or responsible for any infringements or alleged infringements of your Intellectual Property Rights by Content Channel Partners, End Users, or any other party, whether or not access to your Content was given by us to such third party. You hereby waive all rights to make claims against us in connection with any such (alleged) infringements by any third party and hereby indemnify and hold izi Distribution Service harmless for and against any and all third party claims relating hereto.

Article 8 Personal Data

8.1 We process your Personal Data and of persons using the Account, including but not limited to information entered when creating the Account, information provided when using the izi Distribution Service and uploading Content, and information collected on the use of the izi Distribution Service, such as: browsing history, IP address, information on your browser and operating system and user interactions with the browser.

8.2 To the extent necessary, you agree in advance to all processing by or on behalf of izi Distribution Service of the Personal Data referred to under article 8.1 for the purposes of:

  • developing and offering the izi Distribution Service, and service of our CCPs;
  • communicating with you about izi Distribution and its products and services;
  • generating statistical data (including by means of Google Analytics and/or other analytics providers);
  • protecting our information systems.
8.3 To the extent necessary, you agree in advance to us providing access to any Content Channel Partner to the Personal Data referred to under article 8.1, excluding the Login Details, and all subsequent processing by or on behalf of this Content Channel Partner of this Personal Data, for the purposes of:

  • developing and offering their Products;
  • communicating with you about the Content Channel Partner and its Products;
  • generating statistical data (including by means of Google Analytics and/or other analytics providers);
  • protecting the Content Channel Partner's information systems.
8.4 To the extent necessary, you give the permissions under articles 8.2 and 8.3 on behalf of any persons using the Account. You warrant that you have the necessary mandate from such persons to give such permissions.

8.5 The Content uploaded by you may contain Personal Data of others besides the Content Provider or persons using the Account. It cannot be excluded that the processing thereof (i) by us or on our behalf for the purposes set out in article 8.2, and (ii) by or on behalf of any Content Channel Partner for the purposes set out in article 8.3, requires permission from such others. If there is a significant risk that such permission would be required, you shall obtain such permission.

8.6 We will implement appropriate technical and organisational measures to protect the Personal Data referred to in articles 8.1 and 8.5 against accidental or unlawful destruction or accidental loss, alteration, unauthorized disclosure or access.

8.7 Under European data protection law, a legal basis is required for the processing of Personal Data. This legal basis can be the granting of permission, as set out in this article 8, but there are also other legal bases. For the avoidance of doubt, the permissions granted to us and the Content Channel Partners under this article are without prejudice to any other legal basis we and the Content Channel Partners might have for the processing referred to in this article.

Article 9 Money

9.1 izi Distributor Services;'; will distribute your content to as many different types of Content Channel Partners as possible to reach maximal spreading of your content and agree on best conditions for monetisation of your content. The Content Channel Partners will have a variety of business models: the way they present your content will vary (from audio tour to audio book, to gpx routes) and the way they compensate you for the usage of your content will vary (for example but not limited to: subscriptions based on time per use, or ad-free use, or downloads, or all of those combined, direct sales of paid content, and many more). Some may publish your content for for free and only pay us above a certain threshold of usage.

9.2 Each Content Channel Partner agreement and the content delivery process to that Channel is organized and managed by izi Distributor Service. As Content Provider you may choose whether you wish to open your Content to each of the Content Channel Partners. Your are free to withdraw your consent at any moment.

9.3 In the AMS the Content Channel Partners are listed and their model of revenue sharing explained. The model for revenue sharing is determined by the Content Channel Partner. Furthermore, note that we will always have the right to temporarily offer the Content for free after all or request you to accept exceptions to the revenue share, for instance for promotional purposes.

9.3 We will collect the fees from the Content Channel Partner and subsequently pay your share either to your Publishing Partner (like izi.TRAVEL) or to you directly.w Note that we will only pay you your share of the fee after we have received from the Content Channel Partner the full amount due. This means that we are not accountable for (non-) payment by the Content Channel Partner ; The CCP non-payment risks will be borne by you.

9.4 Any shortages or losses of fees due to the conversion of the payments into another currency and/or fluctuating currency exchange rates will be for your risk and account.

9.5 You may request us to prepare a statistical report regarding the purchase and use of the Content by Content Channel Partners and its End Users. The information included in such reports are leading and binding for the calculation of the fee amount to be paid.

9.6 The statistical reports will be provided quarterly and we will pay the Publisher the relevant fee amounts within 30 days after sending the relevant report. We will strive to make all payment in time. Nevertheless, any late payment does not give you the right to suspend your obligations under these License Terms, including the license provided in article 7, nor does it entitle you to interest on such late payment.

9.7 If we owe the Publisher or you less than EUR 500, the payment will be postponed either until the month in which we owe the Publisher in aggregate EUR 500 or more.

9.8 If you owe us money for whatever reason we will be allowed to off set any such payment obligation to any of our own payment obligations to you.

9.9 The payment must be claimed within 24 months since the sale has been made. Payments not claimed within 24 months become void.

Article 10 Warranties and Indemnities

10.1 You warrant and guarantee that:

  • you have the full legal power and authority to make the Content available through the izi Distribution Service and provide the license as mentioned in article 7.3;
  • your use of the izi Distribution Service is in compliance with all laws and regulations of the jurisdiction in which you are established;
  • you are the sole owner of (Intellectual Property Rights in) the Content and/or that you have obtained valid licenses from third parties to make the Content available through the izi Distribution Service and provide the license as mentioned in article 7.3;
  • the Content is correct, not misleading, unencumbered, and not limited to or restricted by any third parties' rights, including Intellectual Property Rights;
  • the Content is not infringing upon any third parties' rights, including Intellectual Property Rights, and the use of the Content is not in any other way unlawful towards third parties; and
  • you will not make or enter into any agreement with any third party which would cause a breach or a default under these License Terms.
10.2 You agree to indemnify, defend and hold harmless izi Distribution Service, its successors, assigns, affiliates, agents, directors, officers, employees, and shareholders from and against any and all claims, actions, proceedings, damages, obligations, losses, expenses, and costs, including reasonable attorneys' fees and other litigation expenses, resulting from (i) any violation by you of these License Terms or any other agreement between you and us, (ii) any third party claim of (alleged) infringement by you of Intellectual Property Rights arising from your Content and/or use of the izi Distribution Service, (iii) incorrect and/or misleading information provided by you through the izi Distribution Service, (iv) any use you make of the izi Distribution Service, or (iv) any unlawful act performed by you. izi Distribution will provide you with a written notice of any such claim, action, proceedings, damage, obligation, loss, expenses, and/or costs. You must cooperate as fully as reasonably required in the defence of any claim. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by you.

Article 11 Liability

11.1 Your use of the izi Distribution Service is at your own risk, which means that izi Distribution Service, to the extent permitted under mandatory law, cannot be held liable for any damage that you suffer resulting from using the izi Distribution Service.

11.2 When we made a mistake or did something unlawful and izi Distribution Service is nevertheless liable to you, the liability will at all times be limited to the direct damage and up to an absolute maximum of EUR 1000 per event (a sequence of events will be regarded as one event).

11.3 Direct damage is understood to mean exclusively:

  • damage to property;
  • reasonable costs incurred to prevent or limit the direct damage which could reasonably be expected to result from the event on which is the liability is based;
  • reasonable costs incurred to determine the direct damage and liability.
11.4 Any liability of izi Distribution Service for damage other than direct damage ("indirect damage"), including – but not limited to – consequential damage, loss and/or damage of data, loss of profits, loss of goodwill, loss of customers, loss of reputation, and lost sales, is excluded.

11.5 The limitations and exclusions of liability mentioned in the preceding paragraphs of this article shall not apply if and insofar as the damage is the result of intentional or wilful recklessness on the part of izi Distribution Service.

11.6 The existence of any right to compensation is always conditional on the Content Provider reporting the damage to us in writing a soon as possible after it has become aware of the damage. Any claim for compensation vis-à-vis izi Distribution Service will lapse simply by the expiry of twelve months after the damage first arose.

Article 12 Force Majeure

12.1 Neither party to these License Terms is liable to perform any obligation if prevented there from by force majeure.

12.2 Force majeure is taken to mean inter alia: illness of employees and/or absence of key employees needed for us, power failures, strikes, riots, government measures, fire, natural disasters, floods, failure of suppliers of us, shortcomings by third parties which were engaged by us, disruption of the internet connection, hardware failures, and failures in (telecommunication) networks.

Article 13 Take-down rights

13.1 izi Distribution Service does not monitor and does not intend to monitor the Content on its platform. We do, however, retain the right to take appropriate action including removal of Content from our platform if we are notified or otherwise determine that the Content infringes third parties' rights or is unlawful. In such case we will not be liable towards the Content Provider who created the Content.

Article 14 Termination

14.1 The agreement between the you and izi Distribution Service comes into effect at the moment you create the Account and/or accept these License Terms and will remain in force until it is terminated in accordance with this article.

14.2 Each party may elect to terminate the agreement:

  • if the other party is in breach of any material provision of the License Terms, which is not fully rectified within thirty (30) days after receipt of written notice from the non-breaching party;
  • if the other party makes a general assignment for the benefit of its creditors, files a voluntary petition of bankruptcy, suffers or permits the appointment of a receiver for its business or assets, or becomes subject to any proceedings under any bankruptcy or insolvency law, whether domestic or foreign, which is not discharged within sixty (60) days after filing; or
  • for its convenience (i.e., without cause) [at any time] [upon not less than thirty (30) days advance written notice].
14.3 We will have the right to immediately terminate the agreement and remove the Content and/or block the Content Provider's Account if (i) such is in line with our Notice and Takedown rights, (ii) izi Distribution and/or a Content Channel Partner receives notice or has knowledge that the Content infringes upon or violates the (Intellectual Property) Rights of a third party, and/or (iii) article 5.5 applies.

14.4 In the event the agreement is terminated, for whatever reason:

  • you shall immediately cease and desist from any further use of the izi Distribution Service;
  • the Content shall be completely removed upon termination; and
  • article 7.5 shall continue to be in effect.

Article 15 Miscellaneous

15.1 izi Distribution Service may transfer rights and obligations arising from these License Terms to third parties and will notify you of this. Should you not agree with such transfer, you must discontinue the use of the izi Distribution Service and terminate your Account.

15.2 The License Terms and the use of the izi Distribution Service are subject to Dutch law. The applicability of the Vienna Sales Convention 1980 is expressly excluded.

15.3 To the extent that national or international rules of law do not prescribe mandatory conditions to the contrary, any and all disputes arising from or related to the izi Distribution Service or the License Terms will be brought before the competent court in Amsterdam.

izi Distribution Services develops services for Location Based Guides and Storytelling and delivery of this content to Content Channel Partners. The guiding content may become accessible through via apps, websites and third party services. These guides are developed by Content Providers, such as museums, cities and passionate users, through content management systems and our account management system.

When you use our services, izi Distribution Services collects a limited set of personal information about you. This document describes the way izi Distribution Services handles your personal information.

Who is izi Distribution Services?

izi Distribution Services's legal registration is:


Company name: izi Distribution Services BV

Address: Mesdagstraat 50-2, 1073 HP Amsterdam, The Netherlands

Company Registration Number: KVK 80682596


izi Distribution Services is the controller for purposes of the General Data Protection Regulation (GDPR).

We Collect, Use, Share and Otherwise Process Information

izi Distribution Services relies on a number of legal bases to collect, use, share, and otherwise process the information we have about you for the purposes described in this Privacy Policy, including:

  • as necessary to provide the services and fulfill our obligations pursuant to the Terms of Service. For example, we cannot provide the services unless we collect and use your location information;
  • where you have consented to the processing, which you can revoke at any time.
  • where necessary to comply with a legal obligation, a court order, or to exercise and defend legal claims;
  • to protect your vital interests, or those of others, such as in the case of emergencies;
  • where you have made the information public;
  • where necessary in the public interest; and
  • where necessary for the purposes of izi Distribution Services’s or a third
  • party’s legitimate interests, such as those of visitors, content
  • providers or partners.

Our Legitimate Interests

We process your information in furtherance of our legitimate interests, including:

  • providing and improving the services, including any personalized
  • services. We do so as it is necessary to pursue our legitimate
  • interests of providing and developing innovative and tailored offerings
  • to our members on a sustained basis; and
  • keeping the services safe and secure. We do so as it is necessary
  • to pursue the legitimate interests of izi Distribution Services and its users in
  • ensuring the services are secure, and to protect against fraud, spam and
  • abuse, etc.

What information does izi Distribution Services collect and process, and for what purpose?

izi Distribution Services provides two kinds of services: it publishes and delivers local based content and it allows Content Providers to manage the distribution of their storytelling content. We collect different types of data for different purposes, depending on how you use our services, as we discuss further below.


Data collected if you use izi Distribution Services

If you want to use our to discover our guides, you can do so without creating an account. The service may offer the option to create a user account. If so, you will have to provide your name, email address, password and preferred language. You may alternatively log in using you Twitter-, Facebook-, or Google- account. If so, izi Distribution Services will have access to the information stored and/or accessible in these accounts, including your timeline and/or newsfeed, in accordance with the permissions granted to it by you.

Some information is automatically collected when you use the website: your browsing history within the website, operating system and optionally: your location and your mobile

device. This information is collected through Google Analytics (see below for more information on Google Analytics).

izi Distribution Services can use this information to:

  • allow you to use the website;
  • suggest information to you, in particular on the basis of your location;
  • configure the website to your preferences;
  • communicate with you about the website and respond to any complaints and/or questions;
  • communicate with you about izi Distribution Services and/or its products;
  • analyse the use of the website (including by means of Google
  • Analytics); and protect, adjust and update izi Distribution Services's services, in
  • particular the website.

izi Distribution Services may also process information collected via the website to share aggregated information with certain content providers. It will, however, not be possible for content providers to identify particular users from this aggregated data.

If you use the izi Distribution Services website, your browsing history and information on your browser and your operating system is collected through Google Analytics. izi Distribution Services can use this personal information to suggest information to you; to analyse the use of the website; and to protect, adjust and update izi Distribution Services's services.

IP Address and Browser Information.

When you visit our Site or use our Services, some information is automatically collected. This may include information such as the operating system (“OS”) running on your device, internet protocol address (“IP Address”) (which may be used to obtain your geolocation), access times, browser type, language settings of the OS, and the website you visited before our Site. We also collect information about how you use izi Distribution Services's Site and Services, including the elements you have interacted with, metadata and other details about these elements, clicks, change states and other user actions.

Pixel Tags.

In addition, we may use “pixel tags” (also referred to as clear gifs, web beacons, or web bugs). Pixel tags are tiny graphic images with a unique identifier, similar in function to cookies (as noted below), that are used to track online movements of web users. In contrast to cookies, which are stored on a user’s computer hard drive, pixel tags are embedded in web pages. Pixel tags also allow us to send email messages and determine whether those emails have been opened, to ensure that we are sending only messages that are of interest to our Customers. We may use this information to reduce or eliminate messages sent to a user. We do not tie the information gathered by pixel tags to our users’ personal information.


Data collected via our account management system

As noted, it is also possible to manage multimedia guides and other information for publication via our content management system. In order to do so, you must create an account, which requires you to provide your name, the name of your organization and the email address where we can reach you. After logging in and registering as a so-called 'content provider' in the content management system you can submit additional information such as the name of your organization, your country, city, postal code, address, telephone number and copyright owner.

The main function of the accountmanagement system is to allow you to manage information. If the content you upload contains personal information of you, we assume that you agree to the processing of this information in line with this privacy policy. If you plan to upload personal information of others and there is a significant risk that permission would be required for the processing described in this policy, please obtain permission for this.

If you use our account management system, your browsing history (i.e. which pages you view on the website), IP-address and information on your browser and your operating system is collected through Google Analytics.

izi Distribution Services can use this personal information to develop and offer content for our mobile app; to analyze the use of the account management system; to communicate with you about the account management system and to respond to any complaints and/or questions; and to protect, adjust and update izi Distribution Services's services.

Please note that most of the information you provide through the account management system, such as your name and the uploaded content, will be made publicly available through our mobile app and our website in the course of the publication of your contribution.


Data collected for communicating with you

If you want to stay up-to-date on the developments of izi Distribution Services, you may register for our newsletter. We will collect your email address for this. izi Distribution Services uses this information to send you our newsletter. If you do not wish to receive

emails of izi Distribution Services anymore, you can unsubscribe via an email to support@izi-distributor.com. Also an opt-out option is provided in every email that izi Distribution Services sends you.

How does izi Distribution Services protect your personal information?

izi Distribution Services takes appropriate technical and organizational measures to protect your (personal) information against loss or any form of unlawful use.

Transfer to third parties

As noted above, izi Distribution Services may provide aggregated data on the use of the service (including location data), the website and the account management system to others. This data is sufficiently aggregated so as to be anonymous.

izi Distribution Services may also give parties who develop apps on the basis of our multimedia guides access to the information uploaded through the account management system (i.e. the content and metadata). Your login details will not be shared with third parties.

izi Distribution Services may provide your personal data to third parties if izi Distribution Services is obliged to do so on account of national or international laws, case law and/or regulations, and izi Distribution Services considers it necessary to do so in order to defend its own rights.

Other than the cases mentioned above, izi Distribution Services will not transfer your data to third parties or provide third parties access to your data.

And just to be clear: this means that izi Distribution Services shall not provide your personal information to third parties for the purpose of direct marketing without your explicit consent.

What happens when I delete my account?

If you delete your content provider account, all personal information you provided in the course of the registration and the amendment of your account will be deleted.

If you have created an end user account, all information you submitted in the course of the creation or administration of this account will be deleted. Please note that we maintain the data we collected about your use of the services, because this allows us to provide aggregated statistics to others (see above about the provision of aggregated statistics). We will, however, ensure that the data does not contain references to your account anymore.


Cookies and Google Analytics

izi Distribution Services uses two types of cookies on its website. Firstly, it uses cookies which are necessary to offer the functionality of our website and to remember your preferences and your cookie settings. Secondly, it uses analytics cookies from Google Analytics, Yandex Metrics and Google Audiences. They are web analysis services and use aggregated statistical information to provide izi Distribution Services with an understanding of how users are using our service and our website.

Viewing, changing and deleting your data

If you wish to know what information izi Distribution Services has collected about you or if you wish to change data that you cannot change yourself through our website or our mobile app, please send a request to: abuse@izi-distributor.com.


Transfer of data to countries outside the EU

For technical and operational reasons, it may be necessary for your (personal) data to be transferred to (the servers of) companies affiliated to izi Distribution Services located in the United States or other countries outside of the EU. izi Distribution Services will in this case comply with applicable data protection rules.


May minors use izi Distribution Services?

If you have not yet reached the age of sixteen (16) years, you are obliged to obtain consent of your parents or legal guardian before using our mobile app and our website. By using our mobile app or our website, you guarantee that you are sixteen (16) years old or older or you have permission from your parents/legal guardian to use these services.


Can this privacy policy be changed?

It is possible for this privacy policy to be amended in the future. That would then be mentioned on our website, so it is recommended to regularly have a look at this page.

GENERAL


Article 1

The API and SDK Licence Agreement (the "Agreement") between Licensor and Licensee is effective as of the date of registration by Licensee (the "Effective Date"). If Licensee is registering into this Agreement on behalf of a company or other entity, Licensee represents and warrants that Licensee have authority to bind such company or other entity to this Agreement.


Article 2

izi Distribution Services is the owner of an online account management system ("AMS") on its website izi Distribution Services (the "izi Distribution Services Website") through which registered persons or entities (the "Content Provider" or "Content Providers") can manage distribution of content, including – but not limited to – mobile travel guides, itineraries, expert and booking services containing information on facilities and/or objects or places of interest, provided in the form of routes, text, photos, videos and audio materials and any other form (the "Content").


Article 3

izi Distribution Services collects all Content and Metadata in a database (the "izi Distribution Services Database").


Article 4

Subject to the terms and conditions included in the License Terms for Content Providers, the Content Providers have granted a license to izi Distribution Services to give access to third parties to their Content included in the izi Distribution Services Database.


Article 5

In order for third parties to be able to interact with the Database for purposes of application building, izi Distribution Services developed an application programming interface ("izi Distribution Services API") and accompanying or related documentation, source code, executable applications and other tools and materials (the "izi Distribution Services SDK"), for IOS, Windows, Android in various program languages (together the "izi Distribution Services API and SDK"), as modified from time to time.


PURPOSE

Article 6

This Agreement sets out the terms and conditions upon which izi Distribution Services agrees to grant Licensee a license to use (i) the izi Distribution Services API and SDK for purposes of interacting with the izi Distribution Services Database for application development and (ii) the Content, as further described in clauses 8a and 8b.


Article 7

This Agreement also governs Licensee use, and restrictions on such use, of izi Distribution Services’s name, trademarks, service marks, logos, and other branding made available for use in connection with the use of the the izi Distribution Services API and SDK, as further described in clause 8c (the "izi Distribution Services Marks").


LICENSES

Article 8

Subject to the terms and conditions of this Agreement and for the duration of this Agreement, izi Distribution Services hereby grants Licensee:

  1. a non-exclusive, worldwide, revocable, non-sub licensable, non-transferable license to use the izi Distribution Services API and SDK (the "API and SDK License") to develop, implement and distribute software applications, services or products (the "Licensee Products");
  2. a non-exclusive, worldwide, revocable, sub licensable, transferable license to:
  3. use and reformat the Content for purposes of developing, producing and enhancing Licensee Products;
  4. use the Content in Licensee Products; and/or
  5. sublicense, deliver and/or distribute the Content with and/or as part of Licensee Products to other parties for their use and/or further distribution and/or to end users (together the "Content License");
  6. a non-exclusive, worldwide, revocable, non-sub licensable, non-transferable license to use the izi.TRAVEL and izi Distribution Services Marks to identify that Licensee Products originate from izi Distribution Services (as further described in clause 19.2) (the "Marks License").

Article 9

The API and SDK License, the Content License and the Marks License are hereinafter jointly referred to as the "Licensed Materials".


Article 10

The izi Distribution Services API and SDK may be freely viewed by other parties. The izi Distribution Services API and SDK may, however, only be used by other parties who (i) have been registered on the izi Distribution Services Website (or sign bilateral agreement with izi Distribution Services) as an application developer, (ii) been granted the API and SDK Key (as described hereinafter), and (iii) been granted the right to use the Licensed Materials subject to the terms and conditions of this Agreement.


REGISTRATION

Article 11

In order to use the Licensed Materials Licensee need to acquire the appropriate izi Distribution Services API and SDK credentials ("API and SDK Key"). Licensee will receive the API and SKD Key upon creation of an account by following the registration process on the izi Distribution Services Website (or manually from izi Distribution Services).Licensee may not share Licensee API and SDK Key and Licensee will need to keep Licensee API and SDK Key secure.


Article 12

Licensee guarantee that all information provided by Licensee is up-to-date, correct and complete. If Licensee (personal) data is at any point no longer up-to-date, correct or complete, Licensee must adjust or add the data required. Licensee are not allowed to create an account in someone else’s name.


Article 13

If Licensee is an individual under the age of 18, Licensee must have Licensee parent(s)’ or legal guardian(s)’ permission to create an account and use the Licensed Materials.


Article 14

If Licensee register an account and use the Licensed Materials on behalf of another individual, a company or other kind of business undertaking, Licensee represent that Licensee have the legal authority to bind that individual, company or other kind of business undertaking to this Agreement.


Article 15

During the registration, Licensee must supply a name and password ("Login Details"). Licensee is responsible for maintaining secrecy with regard to the Login Details for Licensee account. As soon as Licensee know or have reason to suspect that Licensee Login Details have come into the hands of unauthorized persons, Licensee must inform izi Distribution Services of this without delay by sending an email to support@izi-distributor.com, without prejudice to Licensee own obligation to immediately take effective action, such as modifying Licensee Login Details.


Article 16

izi Distribution Services may use the contact information provided by Licensee in the registration process to send emails concerning the Licensed Materials.


Article 17

Licensee accept and acknowledge that Licensee are at all times responsible and liable for the use of the Licensed Materials by third parties via Licensee account. Licensee agree to indemnify izi Distribution Services against any and all damage and costs arising from and/or related to the access to or the use of the Licensed Materials by third parties via Licensee account.


PAYMENT, STATISTICS, MARKETING AND SUPPORT

Article 18

  1. The payment for usage of the licensed materials is subject an separate agreement between Licensor and Licensee.
  2. Unless agreed Licensee shall not distribute any Content through Licensee Products.
  3. To measure usage izi Distribution Services uses MTGObject (https://api-docs.izi Distribution Services/#objects) as a reference model to define Content Objects. Each Content Object consists of a variety of metadata (type, language, duration etc.) and content (photo, audio, text etc) and has one unique identifier (UUID). Usage of Content Objects by the end user of Licensee is calculated as the total number of unique UUIDs accessed per user online or offline.

Article 19

However, in exchange for the use of the Licensed Materials under this Agreement:

  1. izi Distribution Services will be entitled to review and use the statistical information on the use of the Content through Licensee Products as acquired by it through the izi Distribution Services API and SDK; and
  2. Licensee shall in a prominent location in all Licensee Products using the izi Distribution Services API and SDK that refers to the source of the Content (like "Powered by izi.TRAVEL"). The text and placement are specified in the agreement between Licensor and Licensee.

Article 20

In order to be able to comply with sub (a) of the previous article, the Licensee shall procure that all Licensee Products properly and accurately use all reporting functionalities that are made available through the izi Distribution Services API and SDK.


Article 21

izi Distribution Services will provide Licensee with 1 hour per month of basic support in respect of the use of the izi Distribution Services API and SDK (free of charge). Any support or services requested exceeding 10 hours per month or any form of tailored support services shall be subject to a fee, to be agreed upon between the parties in a separate agreement. izi Distribution Services shall not be obliged to provide Licensee any more or other support than described above. Licensee are solely responsible for providing all support and technical assistance to end users of Licensee Products.

OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS


Article 22

For the purpose of this Agreement "Intellectual Property Rights" means all intellectual property rights and related rights such as copyrights, trademark rights, patent rights, design rights, trade name rights, moral rights, database rights, neighboring rights, as well as rights to software, know-how, logos, domain names, service marks, inventions and sui generis intellectual property rights and all similar rights in any part of the world, including any registration of such rights and applications and rights to apply for such registration.


Article 23

Licensee acknowledge and agree that all Intellectual Property Rights in respect of the Licensed Materials and the izi Distribution Services Website are exclusively held by izi Distribution Services and/or its licensees.


Article 24

Licensee agrees not to act in any manner inconsistent with such ownership. Licensee agrees that Licensee will not challenge izi Distribution Services’s Intellectual Property Rights in respect of the Licensed Materials and/or the izi Distribution Services Website, challenge the validity of the licenses granted under this Agreement, or otherwise copy or exploit the Licensed Materials except as expressly authorized under this Agreement. Should Licensee in any way, by operation of law or otherwise, acquire any rights to the Licensed Materials, other than the ones granted to Licensee under this Agreement, Licensee shall, at no expense to izi Distribution Services, promptly effectuate an assignment of such rights to izi Distribution Services for EUR 1.


Article 25

izi Distribution Services agrees that it acquires no right, title or interest from Licensee (or Licensee licensees) under this Agreement in or to any Product that Licensee develop using the izi Distribution Services API and SDK, including any intellectual property rights that subsist in those applications.


OBLIGATIONS AND RESTRICTIONS

Article 26

Licensee shall use the izi Distribution Services API and SDK and write applications only for purposes that are permitted by (i) this Agreement and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the Netherlands or other relevant countries).


Article 27

Licensee shall not engage in any activity with the Licensed Materials, including the development, operation or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to izi Distribution Services.


Article 28

Licensee agrees that Licensee is solely responsible for (and that izi.TRAVEL has no responsibility to Licensee or to any third party) any additional data, content, or resources that Licensee creates, transmits or displays through the izi.TRAVEL API and SDK and/or Products which use the izi.TRAVEL API and SDK, and for the consequences of Licensee actions (including any loss or damage which izi.TRAVEL may suffer) by doing so.


Article 29

Licensee shall not remove any advertisements or other sponsored materials in the Content displayed through Licensee Product without the prior written consent of izi Distribution Services.


Article 30

Licensee is not permitted to use the Licensed Materials in any manner that does or could potentially undermine the security of the Licensed Materials. In addition, Licensee shall not, and shall not attempt to, (i) interfere with, modify or disable any features, functionality or security controls of the izi Distribution Services API and SDK, the izi Distribution Services Database and/or the izi Distribution Services Website, including without limitation any mechanisms used to restrict or control the izi Distribution Services API and SDK, the izi Distribution Services Database and/or the izi Distribution Services Website such as anti-circumvention measures (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the izi Distribution Services API and SDK, the izi Distribution Services Database and/or the izi Distribution Services Website, (iii) translate, back engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the izi Distribution Services API and SDK, the izi Distribution Services Database and/or the izi Distribution Services Website, or (iv) remove or modify any proprietary notices, attribution or marks from or delivered as part of the Licensed Materials.


Article 31

Licensee will immediately report to izi Distribution Services any security flaws Licensee discover in the izi Distribution Services API and SDK. izi Distribution Services reserves the right, in its sole discretion, to determine what constitutes a security flaw.


Article 32

Licensee shall not use the Licensed Materials and shall not create any Products for the purpose of "spamming." izi Distribution Services reserves the right, in its sole discretion, to determine what actions constitute "spamming".


Article 33

Licensee shall not, under any circumstances include in or use the izi Distribution Services Marks, or any marks that are confusingly similar to or derivative of the izi Distribution Services Marks, as part of Licensee trade name (registered or otherwise), logos, or other identifiers, or as part of any domain names, logos, or other identifiers of Licensee Products, or in a manner that creates or may create a sense of endorsement, sponsorship, or association with izi Distribution Services, unless expressly permitted in advance by izi Distribution Services. All use of the izi Distribution Services Marks, and any goodwill arising out of such use, shall inure to the benefit of izi Distribution Services. Licensee may freely state and disclose that Licensee are using the izi Distribution Services API and SDK as long as Licensee adhere to all restrictions on the use of the izi Distribution Services Marks stated in this Agreement.


Article 34

The izi Distribution Services API and SDK is built with certain software tools from third parties for the use of which izi Distribution Services has acquired the required licenses ("Third Party Licenses"). Licensee shall take notice of all Third Party Licenses and ensure that Licensee Product complies therewith.


Article 35

izi Distribution Services reserves the right to monitor Licensee's use of the Licensed Materials for any reason or no reason, including to ensure Licensee compliance with the terms and conditions of this Agreement.


Article 36

Licensee shall be solely responsible for the conduct of the end users of Licensee Product(s) and any act or omission of such end user in breach of this Agreement shall be deemed to be Licensee act or omission.


Article 37

Licensee shall not make any modifications to the izi Distribution Services API and SDK in any way.


LICENSEE USE OF THE CONTENT

Article 38

If Licensee use the izi Distribution Services API and SDK to retrieve data from the izi Distribution Services Database Licensee acknowledge that the data may be protected by intellectual property rights which are owned by izi Distribution Services or the Content Providers who provided such Content (or by other persons or companies on their behalf).


Article 39

Licensee's use of the Content is Licensee's sole responsibility. izi Distribution Services is not responsible or liable whatsoever in any manner for any Content posted on or available through the izi Distribution Services API and SDK.


Article 40

Unless Licensee is legally permitted to do so, Licensee shall not make any modifications to any Content, other than to modify the formatting of such Content in order to display it in a manner appropriate for Licensee Products.


Article 41

Licensee agree to maintain proper attribution for all pieces of Content to the source of the Content, if such source was provided in the Content License (the "Source"). At no time will Licensee falsely attribute Content. For the sake of clarity, this means that Licensee Product(s) shall not display any Content without attribution to the Source (if available), as delivered in the Content License. In addition, Licensee and Licensee Product(s) shall not modify or remove any proprietary notices, attribution or marks from the Content.


Article 42

In the event that Licensee have made changes to the Content, of any kind, Licensee hereby waive any and all rights and claims against izi Distribution Services in respect of any claims of third parties, including Content Providers, that the Content used in Licensee Products is infringing their Intellectual Property Rights. ("Content Infringement Claims"). Furthermore, Licensee agree to indemnify, defend and hold harmless izi Distribution Services, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all such Content Infringement Claims.


Article 43

If a Content Provider removes any or all of the Content, such removal will automatically result in the removal of such Content from the izi Distribution Services Database. In such event Licensee shall procure as soon as reasonably possible the removal of such Content from Licensee Products.


Article 44

If Licensee’s Product allows content providers to upload and post content:

  1. Licensee Product will promptly transmit such content to the izi Distribution Services Database;
  2. Licensee Product will acquire the required licenses and permissions to include such content in Licensee Product and to transmit such content to the izi Distribution Services Database,
  3. Licensee's use of the content must adhere to the restrictions set forth in the Section titled " Obligations and Restrictions ",
  4. Licensee shall be solely responsible for the accuracy, legality and quality of all such content, and (v) the License Terms will apply to Licensee and Licensee shall observe the License Terms as if Licensee were a Content Provider of izi Distribution Services.

Article 45

Unless separately agreed will Licensee or Licensee Product store or cache Content for longer than three (3) days; after three (3) days, Licensee and/or Licensee Product will re-request any such Content.


Article 46

Licensee acknowledge and agree that a Content Provider may explicitly request that (certain parts of) its Content shall not be displayed in one or more products, including Licensee Products. izi Distribution Services respects such requests and Licensee shall do the same.

PRIVACY


Article 47

izi Distribution Services attaches a lot of importance to the protection of personal data, as defined in article 4(1) of Regulation (EU) 2016/679 (General Data Protection Regulation) on the protection of individuals with regard to the processing of personal data and on the free movement of such data ("Personal Data").


Article 48

Regardless of whether a different law applies, Licensee agrees that Licensee will also ensure that the processing by Licensee of Personal Data collected via Licensee Products or obtained via the izi Distribution Services API and SDK also complies with the requirements contained in European Data Protection Directive 95/46/EC and the e-Privacy Directive 2002/58/EC as amended.


Article 49

Licensee agrees that Licensee will as soon as possible notify izi Distribution Services of the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data Licensee collected via Licensee Products or obtained via the izi Distribution Services API and SDK. Licensee agrees that Licensee will cooperate in good faith with izi Distribution Services regarding any notification of such an event towards relevant governmental bodies and data subjects.


CONFIDENTIALITY

Article 50

For the purpose of this Agreement, "Confidential Information" means any information relating to izi Distribution Services, its customers, business, organization, the izi Distribution Services Database, certain data structures and any other secret information disclosed in circumstances which a reasonable person would consider to be confidential, whether the information is oral, visual or in written form or is recorded in any medium.


Article 51

Licensee understands that the information Licensee obtained through the performance of this Agreement and the support services provided by izi Distribution Services hereunder, may include Confidential Information. Licensee shall not disclose any Confidential Information unless approved in writing by izi Distribution Services in advance. Upon izi Distribution Services’s request, Licensee shall return to izi Distribution Services, or at izi Distribution Services’s request and further instructions, destroy, the Confidential Information acquired by Licensee in respect of this Agreement.


Article 52

Confidential Information will not include information that (i) is generally and legitimately available to the public not through Licensee fault or breach, (ii) is generally made available to the public by izi Distribution Services, (iii) is independently developed by Licensee without the use of any Confidential Information and this can, to izi Distribution Services’s discretion, be sufficiently evidenced by Licensee, (iv) was rightfully obtained by Licensee from a third party who had the right without limitation to transfer or disclose it to Licensee.


NO WARRANTIES

Article 53

Licensee acknowledge and agree that the Licensed Materials are provided to Licensee "as is" each time Licensee make use thereof and izi Distribution Services makes no representations or warranties of any kind, including but not limited to warranties of title, merchantability, fitness for a particular purpose or non-infringement.


Article 54

izi Distribution Services is in no way whatsoever liable to Licensee for any damage or costs arising out of or resulting from (parts of) the izi Distribution Services Database being (temporarily) unavailable or for failures or outages of the izi Distribution Services API and SDK. izi Distribution Services will, however, do its best to avoid any situation of non-availability of the izi Distribution Services Database.


Article 55

izi Distribution Services is never liable for damage or costs in case the izi Distribution Services API and SDK do not meet all of Licensee requirements or in case the use of the izi Distribution Services API and SDK by Licensee is not uninterrupted, error-free, virus-free or secure.


Article 56

izi Distribution Services is never liable for damage or costs on account of transmission errors, malfunctions or non-availability of computer, data or telecom facilities, including the internet.


Article 57

izi Distribution Services may at all times (i) make functional, procedural or technical changes or improvements to the izi Distribution Services API and SDK, and/or (ii) (temporarily or permanently) take out (part of) the izi Distribution Services API and SDK for whatever reason, without becoming liable to Licensee. In such case izi Distribution Services will notify Licensee 30 days in advance.


LIMITATION OF LIABILITY

Article 58

izi Distribution Services accepts no liability for damage that results from the provision of the Licensed Materials, an unlawful act, or any other cause, to the extent permitted under mandatory law.


Article 59

When izi Distribution Services is nevertheless liable to Licensee for any damage arising from any cause whatsoever, this liability will at all times be limited to the direct damage up to an absolute maximum of EUR 1,000 per event (a sequence of events will be regarded as one event).


Article 60

Direct damage is understood to mean exclusively:

  • damage to property;
  • reasonable costs incurred to prevent or limit the direct damage which could reasonably be expected to result from the event on which the liability is based;
  • reasonable costs incurred to determine the direct damage and liability.

Article 61

Any liability of izi Distribution Services for damage other than direct damage ("indirect damage"), including – but not limited to – consequential damage, loss and/or damage of data, loss of profits, loss of goodwill, loss of customers, loss of reputation, and lost sales, is excluded.


Article 62

The limitations and exclusions of liability mentioned in the preceding paragraphs of this article shall not apply if and in so far as the damage is the result of intentional or willful recklessness on the part of izi Distribution Services.


Article 63

The existence of any right to compensation is always conditional on Licensee reporting the damage to izi Distribution Services in writing as soon as possible after Licensee have become aware of the damage. Any claim for compensation vis-à-vis izi Distribution Services will lapse simply by the expiry of twelve months after the damage first arose.


LICENSOR WARRANTIES AND INDEMNITIES

Article 64

Licensee warrant and guarantee that:

  • Licensee have the full legal power and authority to enter into this Agreement, and the performance of Licensee obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party arising therefrom;
  • Licensee use of the izi Distribution Services API and SDK is in compliance with all applicable laws and regulations of the jurisdiction where Licensee are established.
  • Licensee will maintain during the term of this Agreement all required rights and licenses related to Licensee Products to the extent they interact with the izi Distribution Services Database and such Products shall not infringe or otherwise violate any third party rights, including but not limited to third party intellectual property rights;
  • Licensee will not make or enter into any agreement with any third party which would cause a breach or a default under this Agreement;
  • Licensee use of the Content does not infringe any Intellectual Property Rights of the respective Content Provider(s) or any other third parties;
  • Licensee with not publish content other than based on the separate agreement.

Article 65

Licensee hereby agree to indemnify and defend and hold harmless izi Distribution Services, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, actions, proceedings, damages, obligations, losses, expenses and costs, including reasonable attorneys’ fees and other litigation expenses, resulting from (i) Licensee's use of the Licensed Materials, including but not limited to other than as expressly permitted by this Agreement, (ii) any violation by Licensee of this Agreement or any other agreement between Licensee and izi Distribution Services, (iii) any of Licensee Products; (iv) any unlawful act performed by Licensee. izi Distribution Services will provide Licensee with a written notice of any such claim, action, proceedings, damage, obligation, loss, expenses and/or costs. Licensee shall cooperate as fully as reasonably required in the defense of any claim. izi Distribution Services reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Licensee.


TERMINATION

Article 66

This Agreement will continue to apply until terminated by either Licensee or izi Distribution Services as set out below.


Article 67

Both izi Distribution Services and Licensee may terminate this Agreement at any time, with or without cause, taking into account a notice period of 30 days. Upon the notice of termination being given, the parties shall discuss with each other the termination and the reasons for terminating.


Article 68

izi Distribution Services is entitled to terminate this Agreement with Licensee with immediate effect if: (i) Licensee violates any provision of this Agreement, (ii) izi Distribution Services is so required by law, (iii) izi Distribution Services decides no longer to provide the Licensed Materials to users in the country in which Licensee are resident, or (iv) the provision of the Licensed Materials is, in the sole opinion of izi Distribution Services, no longer commercially viable.


Article 69

Any termination of this Agreement shall also automatically terminate the licenses granted hereunder.


Article 70

Upon termination of this Agreement for whatever reason Licensee shall deregister Licensee account from the izi Distribution Services Website and stop using, and either return to izi Distribution Services, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of the Licensed Materials, and shall certify to izi Distribution Services, in the manner as requested by izi Distribution Services, that such actions have occurred.


Article 71

After termination of this Agreement the Sections titled "Licensee warranties and Indemnities" and "Limitation of Liability " shall continue to be in effect.


FEEDBACK

Article 72

If Licensee has suggestions for improvement of the izi Distribution Services API and SDK, or other form of feedback or comments, please contact us at support@izi-distributor.com. Licensee agrees that izi Distribution Services shall be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license, sublicense, incorporate, and otherwise use Licensee feedback, including all derivative works thereto, for any and all purposes, commercial or otherwise, with no obligation of any kind to Licensee. All intellectual property rights in respect of the feedback and derivative works thereto, shall accrue to izi Distribution Services and Licensee hereby waive any and all rights – whether or not related to intellectual property – in respect thereof.


AMENDMENTS / MODIFICATIONS

Article 73

izi Distribution Services is at all times authorised to amend or supplement this Agreement. The most up-to-date Agreement can always be found on the izi Distribution Services Website. The amended or supplemented Agreement will be brought to Licensee attention during Licensee's use of the Licensed Materials. If Licensee continue to use the Licensed Materials after this Agreement has been amended or supplemented, by such action Licensee irrevocably accept the amended or supplemented Agreement. If Licensee does not agree with the amended or supplemented Agreement, Licensee only option is to cease using the Licensed Materials.


Article 74

izi Distribution Services may furthermore at all times modify the izi Distribution Services API and SDK ("Modification"). Licensee will be notified about all Modifications with a 30 days notice period and Licensee will be provided with the relevant information concerning the Modification and the possible consequences in relation to Licensee Products. Should a Modification not be backwards compatible and/or have an adverse effect on Licensee Products, including but not limited regarding the manner in which Licensee Products communicate with the izi Distribution Services Database and how the Content is displayed in Licensee Products, Licensee may contact izi Distribution Services immediately by sending an email to support@izi-distributor.com. izi Distribution Services will attempt to resolve any issues Licensee may have following the Modifications.


VARIOUS

Article 75

This Agreement constitutes the entire agreement between the parties regarding the licenses granted to Licensee for use of the Licensed Materials. This Agreement replaces all earlier agreements, oral or written, related to the subject of this Agreement. Evidence to the contrary is hereby excluded. This is an agreement as to burden of proof.


Article 76

This Agreement may not be assigned or transferred, in whole or in part, by Licensee to any other party without the prior written consent of izi Distribution Services. izi Distribution Services may assign or transfer this Agreement in whole or in part to any other party at any time without Licensee prior written consent being required. Licensee hereby agree in advance to such assignment or transfer.


Article 77

If at any time any provision of this Agreement is or becomes illegal, void or invalid for any reason whatsoever, such invalidity shall not affect the validity of the remainder of the Agreement and such invalid provision shall be replaced by such other provision which, being valid in all respects, shall have an effect as close as possible to that of the replaced provision.


Article 78

Any notice or other communication under or in connection with this Agreement shall be in writing and may be sent (a) by courier or by registered mail to the other Party, or (b) by email (with a confirmation of receipt request), and shall be effective when received, and in any event no later than (i) when sent by courier service or registered mail 3 (three) days after dispatch and (ii) when sent by email upon receipt by the sender of a confirmation of receipt from the addressee.


Article 79

The Agreement and the use of the Licensed Materials are subject to Dutch law. The applicability of the Vienna Sales Convention 1980 is expressly excluded.


Article 80

To the extent that national or international rules of law do not prescribe mandatory conditions to the contrary, any and all disputes arising from or related to this Agreement shall be brought before the competent court in Amsterdam, the Netherlands.


If you have any questions please contact us:

E-mail: support@izi-distributor.com