Precision AQ Navigator365 Planner & Navigator365 Tracker Terms and Conditions
Version: 10 November 2021
The use of Navigator365 Planner & Navigator365 Tracker is subject to these Terms and Conditions and any other contractual terms governing your contractual relationship with Precision AQ (BE) NV. Precision AQ (BE) NV is willing to provide you with access to Navigator365 Planner & Navigator365 Tracker only on the condition that you accept all of the terms and conditions contained herein. You are deemed to have read, understood and accepted these Terms and Conditions upon using or accessing Navigator365 Planner & Navigator365 Tracker.
1. Definition
Precision AQ (BE) means Precision AQ NV, a legal entity incorporated under de laws of Belgium with registered address in 9000 Gent, Ottergemsesteenweg-Zuid 808 box 332, Belgium with registration number 0894968223.
Anonymized Data means information that you have submitted, stored and/or processed in conjunction with utilizing Navigator365 Planner & Navigator365 Tracker that (i) has been rendered anonymous under applicable data protection laws and (ii) is maintained in a form that does not directly or indirectly permit the identification of individuals, including yourself.
Intellectual Property Rights means all worldwide right, title and interest in and to all proprietary rights of every kind and nature pertaining to or deriving from any of the following, whether protected, created or arising under the laws of Belgium or any other jurisdiction: (a) foreign and domestic patents and patent applications (including reissuances, divisions, renewals, provisional applications, continuations, continuations in part, revisions, extensions and re-examinations), and all inventions (whether patentable or not), invention disclosures, and improvements thereof; (b) trademarks, service marks, trade names, designs, logos or other source identifiers, whether registered or unregistered or at common law, including all foreign and domestic applications, registrations and renewals in connection therewith, and all goodwill of the business or otherwise associated with any of the foregoing; (c) Internet domain names and other Internet addresses, and user names, accounts, including social networking accounts, pages, and online identities; (d) copyrights, original works of authorship, and all databases and data collections, whether registered or unregistered, and including all applications, registrations and renewals of any such thing, and all moral rights associated therewith; (e) know-how, source code, object code, inventions, discoveries, improvements, concepts, ideas, methods, processes, designs, plans, schematics, drawings, formulae, recipes, manufacturing processes, customer and market lists, technical data, specifications, research and development information, technology and product or service roadmaps, data bases and other proprietary or confidential information; (f) all computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code or other readable code; and (g) all rights of publicity, rights of privacy and related rights; and (h) all causes of action, including all rights to and claims for damages, restitution, income, royalties, payments and other relief, with respect to the foregoing.
Internal Business Purposes means the use or application of the Products in your business systems and for your internal business practices, in particular in relation to optimize omnichannel customer engagement but excluding any and all uses for commercial purposes, including any use directly generating revenue from the Products such as, but not limited to, sublicensing the Products or providing consulting services using the Products.
Licensed Data means any and all data, datasets, extracts, reports or other information that are incorporated into, integrated with, or generated or accessed using the Product.
Products means:
Navigator365 Planner, a cloud-based self-service omnichannel planning tool for life sciences based on Navigator365 Core insights combined with the Precision AQ 6-step campaign planning methodology and designed to build a quantified omnichannel plan, in terms of reach, frequency, impact, content and budget.
and
Navigator 365 Tracker, a cloud based tool for life sciences that allows you to input campaign performance data, which can then be combined with the multichannel equivalent data from Navigator 365 Core, all on a de-identified basis using a simple planning tool with guided channel performance data entry functionalities and channel and campaign performance dashboards.
2. Proprietary rights and Grant of Right of Use
2.1 Subject to compliance with these Terms and Conditions, Precision AQ grants you a non-exlusive, revocable, non-transferable, non-sublicensable right of use to:
a) to access and use the Products for your Internal Business Purposes only;
b) to download or otherwise extract information, data and reports using the Products;
c) use the information, data and reports referred to in subsection (b) for your Internal Business Purposes only indefinitely; and
d) to create derivative works from the information, data and reports described in subsection (b) above (such as presentations, reports, internal and external communications) provided such derivative works are used for your Internal Business Purposes only, and are accompanied the following statement in a general
2.2 All right, title and interest in and to the Products and Licensed Data, and all Intellectual Property Rights therein, remain with Precision AQ. No right, title or interest in or to the Products, the Licensed Data or any Intellectual Property Rights therein are granted to you, except as expressly set forth in Section 2.1 above.
2.3 You agree that you will not itself, or through any third party:
a) Sell, assign, lease, license, sublicense or encumber all or any portion of the Products or Licensed Data;
b) De-compile, disassemble, or reverse engineer the Products or any portion thereof, or engage in any other activity in order to obtain underlying information that is not visible to the user in connection with a normal use of the Products;
c) Use the Products for anything other than the your own Internal Business Purposes; or
d) Provide, disclose, divulge or make available to, or permit use of the Products by any third party without the express written consent of Across Health, which consent may be withheld in Precision AQ’s sole discretion.
2.4 Without prejudice to any other rights, the right of use granted in Section 2.1 above will terminate automatically if you fail to comply with any of the limitations or other requirements described herein. Upon termination of this right of use, you must immediately cease use of the Products and Licensed Data and permanently destroy and/or delete all copies you made thereof.
3. Consideration
3.1 Use of the Products within the scope of the limitations and other requirements set forth in these Terms and Conditions, is free of charge and no royalty or licensing fees shall be payable by you.
4. No warranty and Limitation of Liability
4.1 Precision AQ makes no warranties, whether express, implied or statutory regarding or relating to the Products or the Licensed Data. Specifically, Precision AQ does not warrant that the Products will be error free or will perform in an uninterrupted manner. To the maximum extent allowed by law, Precision AQ specifically disclaims any express and implied representations and warranties that the Products and/or the Licensed Data are fit for any particular purpose or able to achieve any particular result. Precision AQ does not make any express or implied representations or warranties in relation to its performance of the Products, including the merchantibility, satisfactory quality, non-infringement of any third party’s Intellectual Property Rights with regard to the Products.
4.2 To the maximum extent permitted by law, Precision AQ shall not be liable for any loss of profits, loss of use, business interruption, loss of data, cost of cover or indirect, punitive, special, incidental or consequential damages of any kind arising out of the use of the Products.
5. Data Protection
5.1 Precision AQ may process Anonymized Data for any lawful purpose, including combining it with other data for use in products sold or licensed to third parties, and in analytical, benchmarking and other services provided by Precision AQ to its customers. To the largest extent permissible under applicable law, all right, title and ownership of Anonymized Data is and shall remain solely and exclusively vested in Precision AQ, including all Intellectual Property Rights relating thereto.
6. Feedback
6.1 It is expressly agreed that all rights, title and interest, including all Intellectual Property Rights, to all suggestions, enhancement requests, recommendations or other feedback provided by you relating to the Products and/or Licensed Data (“Feedback”) is owned by Precision AQ. You hereby assign and convey to Precision AQ any and all rights and interests, including Intellectual Property Rights, in any such Feedback. To the extent that such assignment is held to be invalid or unenforceable, you hereby grant to Precision AQ a royalty-free, worldwide, irrevocable, perpetual right to use and incorporate any Feedback into the Products and Licensed Data.
7. Miscellaneous
7.1 No terms, provisions or conditions of any request for proposal, acknowledgement or other document that you may use in connection with the licensing of the Products will have any effect on the rights, duties or obligations of the parties hereunder, or otherwise modify, these Terms and Conditions, regardless of any failure of Precision AQ to object to such terms, provisions or conditions.
7.2 These Terms and Conditions shall be interpreted and construed in accordance with the laws of the Belgium. All disputes arising in connection with the Terms and Conditions shall be submitted to the exclusive jurisdiction of the courts of Ghent.
