Terms of Services

Last updated: December 4, 2023

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  1. PREAMBLE

    1. AppTweak is an App Store Optimization “ASO” all-in-one Software as a Service (SaaS) platform helping app developers and marketers to improve their app store visibility and increase organic downloads.
    2. The general and informative website (https://apptweak.com, hereafter: the “General Website”) and the SaaS Platform (https://app.apptweak.com, hereafter: the “Solution”) (altogether hereafter: the “Site”) is owned by, managed, and operated under the responsibility of AppTweak S.A. with its registered office at 1050 Brussels (Belgium), Avenue Louise 235, registered with the Crossroads Bank for Enterprises under the VAT number BE0839.873.510 (hereinafter: “AppTweak”, the “Service Provider”, “we” or “us”).
    3. These Terms of Services exclusively govern the contractual relationship between AppTweak and any (legal) person (“Client”, “Licensee”, “User” or “you”) using the Solution and/or wishing to purchase any of the Services offered by AppTweak.
    4. These Terms of Services (the “TOS”), together with the Privacy Policy and the Cookies Policy concluded between AppTweak and the Client (all together hereinafter: the “Agreement”), to the exclusion of all other terms and conditions, constitute the legal basis for your access, use, download of the Solution, and all the features, functionalities, data and content therein. This Agreement applies to all commercial transactions relating to these Services and replaces, where applicable, any pre-contractual or contractual document that may have previously existed between AppTweak and the Client.
    5. If there is any conflict between these Terms of Services and any document referred to in this Agreement the following order of precedence shall apply:
      1. these Terms of Services
      2. other documents referenced in this Agreement
    6. In case of differences between the language versions of the documents referenced in this Agreement, the English version has priority.
    7. AppTweak reserves the right, at any time and without prior notice, to change/update the Agreement, as well as access to the Solution and its content. These changes are binding for the User(s) each time the Solution is visited. It is therefore recommended to consult them at every use of the Site; the date of the last modification is indicated at the top of these Terms of Use.
    8. Any questions or complaints can be directed to AppTweak at the above address or at the following e-mail address: info@apptweak.com.

  2. OBJECT

    The Client hereby appoints AppTweak, on a non-exclusive basis, to provide the Services described in the “pricing” tab on the Site (see https://www.apptweak.com/pricing, hereinafter: “Pricing Tab”) and, subject to the terms of this Agreement, AppTweak hereby accepts the appointment and for the Service Term described in the Pricing Tab

    1. grants to the Client a right to access and use the Solution for its internal business purposes only; and
    2. provides the Client with SaaS Services.

  3. DESCRIPTION OF THE SERVICES

    1. The Services are provided by AppTweak to Users only and for the period set out in the “pricing” tab on the Site.
    2. The Services provided through the Platform may include the following features and SaaS Services:
      1. By default, the standard services attached to the solution:
        1. Parameterization of the Solution;
        2. Hosting of the Solution (Site);
        3. Management and maintenance of the Solution;
        4. Technical support as described by Clause (4) below;
        5. Articles, newsletters, and all other editorial content elaborated or put online by AppTweak within the Solution, except personalized Services.
      2. At User’s choice, features by plan described in the Pricing Tab on the Site.
    3. AppTweak may provide tailored solutions Services. In this case, specific conditions of use may apply.
    4. When providing Services, AppTweak should respect the timelines agreed upon and communicated via the Site. Should, despite such efforts, delays be encountered versus the agreed-upon timelines, Service Provider shall notify the Client within a reasonable time thereof and both Parties shall discuss and agree in good faith how to address the delays encountered.
    5. AppTweak is constantly modifying and improving its Services. AppTweak will notify the User of any functional changes and modifications to the Services. AppTweak reserves the right to add, change and delete features on the Platform, without this giving rise to any compensation to Clients.

  4. TECHNICAL SUPPORT SERVICES

    1. For the duration of this Agreement, AppTweak commits to making all reasonable efforts to remedy any failure of the Solution that results in a complete stop, error traceback, or security breach, and is not directly caused by a defective use of the Solution by the Client, for example, when the Solution does not produce the results or performance it was designed to produce (hereinafter a “Technical Failure”), submitted by the Client by e-mail (info@apptweak.com) or by chat.
    2. AppTweak’s technical support for the use of the Solution includes the provision by e-mail or by chat of technical advice, assistance, and support to the Client on the use and configuration of the Solution every opening day (Belgian calendar) from 09:00 am to 17:00 pm, and provision of assistance regarding Solution updates.
    3. Other guidance or assistance requests may be covered through the purchase of a specific Plan (as described in the “pricing” tab on the Site). In case it’s not clear if a request is covered by the Agreement or Plan, the decision is at the discretion of AppTweak.
    4. Both parties acknowledge that as specified in Liability Clause 14 of this Agreement, AppTweak cannot be held liable for Technical Failures in the Solution.

  5. USE AND ACCESS TO THE SOLUTION

    1. License
      1. The Client can only use the Solution hosted on the Saas Platform. The SaaS Platform is hosted and fully managed by AppTweak and accessed remotely, via the Internet (Software-as-a-Service) by the Client. The right of use is understood to mean the right to represent and implement the Solution in accordance with this Agreement, in SaaS mode via a connection to an electronic communications network.
      2. AppTweak grants the Client a personal, non-exclusive, non-assignable, and non-transferable worldwide license, for the entire duration of the Agreement.
      3. The Client may only use the Services in accordance with its needs and for internal business purposes only. In particular, the license relating to the Solution is granted for the sole and exclusive purpose of allowing the Licensee to use the Solution, to the exclusion of any other purpose.
      4. It is forbidden to:
        • allow a third party to use your account;
        • use the Solution to process data of a third party, and/or cause the Solution to be available to any third party;
        • use the Solution or Data in violation of any Applicable Law or in a manner that promotes illegal activities, including, without limitation, Data Protection Laws and other rights of third parties;
        • disparage or misrepresent the capabilities or reputation of AppTweak;
        • use the Solution, Background Materials, and Deliverables to compile databases or similar services;
        • resell or commercialise access to or the use of the Solution to any third party; and
        • Use the Solution to create, build, develop, or commercialise competitive Services;
        • to make any adaptation, modification, translation, arrangement, distribution, decompilation of the Platform, or reverse engineering, without this list being exhaustive.
    2. Users ‘conditions of use and access to the Solution
      1. We may enable you to establish an account with a username and password to access and use certain areas of the Site and Services (see the “Pricing Tab”). Users’ access to their User Accounts is conditional upon their express acceptance of these Terms of Services.
      2. You must provide your full legal name, a valid email address, User last name and first name, country, password, (optional; company name, billing address, and tax ID number), and other information we request in order to complete the signup process. The User is also invited to read the Privacy Policy describing the use made of his/her User Data by AppTweak. The Policy is available by clicking on the following link: privacy policy.
      3. You may not create an account unless you are 18 years or older.
      4. You are responsible for maintaining the strict confidentiality of your account password, and you are responsible for any activity using your account and password. You agree to immediately notify us of any unauthorised use of your password or account or any other breach of security. It is your sole responsibility to control the dissemination and use of your password, control access to and use of your account, and notify us when you desire to cancel your account. We will not be responsible or liable for any loss or damage arising from your failure to comply with this provision.
      5. Login details may only be changed by a User, or when invited to do so by AppTweak. If a User loses or wants to change his/her password, he/she should click on the “Forgot password?” button on the login page and then reset your password. Password change is also possible from the user account setting once he/she is logged in.
      6. Accounts registered by “bots” or other automated methods are not permitted.
      7. Upon creation of the account, you will automatically be added to our mailing list. You may choose to remove your email address from this mailing list by selecting the “unsubscribe” link at the bottom of any email communication we send you.

  6. AVAILABILITY

    Service Provider shall make the Services available 24 hours a day, 7 days a week, including bank holidays except for:

    1. scheduled maintenance provided that Service Provider has given Client a public communication on its website (www.apptweak.com);
    2. Outages or disruptions attributable in whole or in part to a Force Majeure event (as defined in the Agreement)

  7. SECURITY OBLIGATIONS

    1. Each Party shall:
      1. maintain reasonable security measures to protect the other’s systems to the extent that such systems are used in the provision or receipt of the Services, as the case may be, only, from third parties, and in particular from disruption by any “back door”, “time bomb”, “Trojan Horse”, “worm”, “drop dead device“, “virus” or other computer software routine intended or designed to: (i) permit access or use of information technology systems by a third person other than as expressly authorised; or (ii) disable, damage or erase or disrupt or impair the normal operation of any information technology systems; and
      2. not attempt to obtain access, use, or interfere with any information technology systems or data belonging to the other except to the extent required to do so to receive the Services (in the case of the Client), provide the Services (in the case of the Service Provider) or as otherwise permitted under this Agreement; and
      3. notify the other of any breach of this Clause 7 or any other event relating to it that is reasonably likely to materially affect the security of the other Party’s systems as soon as reasonably practicable once it becomes aware of the same.

  8. INTELLECTUAL PROPERTY

    1. Each Party will remain the sole owner or licensee of its Background Material. The Parties agree that this Agreement does not confer or imply any right or license on any Background Material except for the licenses or rights of use as set out in this Agreement.
    2. Intellectual property of AppTweak
      1. The Solution and its components are the intellectual property of AppTweak or are subject to Intellectual Property Rights owned or licensed by AppTweak. AppTweak is the owner and/or authorised user of all trademarks, service marks, design marks, patents, copyrights, database rights, and other intellectual property related to the Site and the Services (including the Solution). The Platform is part of AppTweak’s intangible assets, know-how, and intellectual property.
      2. The temporary availability of the Solution under the conditions provided for in the Agreement does not give the Client any ownership rights over the Solution.
      3. The Client shall refrain from reproducing or using any element or content of the Solution. Any broadcast, use, representation, reproduction, or use on any media of any element comprising the Services, including these Terms of Services, other than in cases authorised by AppTweak, is strictly forbidden.
    3. Intellectual property of the Client
      1. The Client is and remains the owner of the Data made available to AppTweak in the context of the performance of this Agreement.
      2. A Platform User’s license is granted to the Client for the sole purpose of their access to Services and to the exclusion of any other purpose. Such User license is personal, non-exclusive and non-transferable, for the duration of the User’s subscription to the Services and throughout the world.
      3. AppTweak grants to the Client a non-exclusive, non-transferable, license to use the Deliverables from its software, solely for its own benefit and internal purpose.

  9. FEES AND PAYMENT

    1. In consideration of the provision of the Services by the Service Provider, the Client shall pay the Fees.
    2. The Services are invoiced in advance, at the beginning of the intervals specified in the “pricing” tab on the Site (on a monthly or annual basis). There will be no refunds or credits for partial months or years of Service, upgrade/downgrade refunds, or refunds for periods unused.
    3. Account credits do not roll over to the succeeding month or year.
    4. Payment methods:
      1. Payments are due at the beginning of the Service Term using the payment methods available on the Site.
      2. A valid credit card is required for paying accounts.
    5. Trial period
      1. The 7-day trial period is for a single paying account and unique legal entity.
      2. A credit card validation is required for free trial accounts but you will not be charged until immediately after the expiration of the trial period.
      3. After the trial period, you shall pay the fees as agreed with AppTweak for the provision of the Services. We operate under a 48 hours refund policy. Therefore, if you forget to cancel your free trial or your subscription, our team will refund your first payment within 48 hours. If you exceed this period, we won’t be able to proceed with your refund.
    6. Up-or downgrades:
      1. Any upgrade from any Plan to any more expensive paying Plan will be applied and billed immediately. The fees will be prorated according to the remaining service period. The new full rate will be applied from the next billing cycle.
      2. Any downgrade at a lower rate will be applied from the next billing period. Downgrading your Service may cause the loss of content, features, or capacity of your account. AppTweak is not liable for such loss.
    7. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only VAT when a valid number is provided.
    8. Prices of any Service may change. Such price changes shall only apply for the future. Notice of pricing changes may be provided by contacting you using the contact information you have provided to us.

  10. WARRANTY

    1. Each Party warrants to the other that:
      1. it is duly constituted, organised and validly existing under the laws of the country of its incorporation;
      2. it has the legal right and full power and authority to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement and all the documents which are to be executed by it as envisaged by this Agreement; and
      3. it shall comply with all Applicable Laws and regulations in performing its obligations under this Agreement;
    2. Except for the European Union, AppTweak does not warrant that the Solution complies with any Applicable Laws, local or international law,s or regulations.
    3. The Service Provider warrants that to its knowledge the Services will not infringe any Intellectual Property Right of third parties.
    4. The Service Provider will defend and indemnify the Client in case a final judgment awarded against the Client by a competent jurisdiction establishes that the Services infringe Intellectual Property Rights of a third party or in case of damages agreed upon in a written settlement agreement signed by the Service Provider (the “Losses”), if the Client:
      1. promptly notifies the Service Provider in writing of any threatened or actual claim or suit initiated by a third party;
      2. allows the Service Provider to assume the sole control of the defense of such claim and all related settlement negotiations; and
      3. provides the Service Provider, at Service Provider’s request and expense, with the assistance, information, and authority necessary to perform the Service Provider’s obligations under this section.
    5. In the event that the Services are held or are believed by the Service Provider to infringe a third party’s intellectual property rights, the Service Provider may, at its option and expense:
      1. obtain for Client the right to continue using the Services and the Deliverables in the manner permitted under, or as a result of, this Agreement; or
      2. modify or replace the infringing part of the Services or the Deliverables so as to avoid the infringement or alleged infringement. The Service Provider shall ensure that such modification or replacement shall have no impact on the business of the Client.
    6. The foregoing section states the Service provider’s sole and exclusive liability, and the Client’s sole and exclusive remedy, for any claim of infringement.
    7. Nothing contained in this Agreement will result in a breach of any provision of its constitutional documents or result in a breach of any agreement, license, or other instrument, order, judgment or decree of any court, governmental agency, or regulatory body to which it is bound.

  11. INSURANCE

    The Service Provider shall maintain during the entire Service Term of this Agreement a comprehensive general liability insurance to cover its liability resulting from the performance of this Agreement.

  12. LIABILITY

    1. AppTweak seeks to publish information on the Site that is, to its best knowledge, up to date. However, AppTweak does not guarantee that the Site, or the Services available through it, will be provided on an uninterruptible basis, or that it or they are appropriate for any particular purpose. Nor does AppTweak guarantee that the Site and Services are secure, or free from error or viruses, or that the results obtained by using the Services are accurate, adequate, and reliable, or that potential errors appearing on it, if any, will be corrected.
    2. The Services are provided “as is” and “as available”. AppTweak warrants to the user that the Solution will operate substantially in accordance with the functionalities described on our Site. This limited warranty shall not apply to problems that result from (i) factors outside of AppTweak’s reasonable control; (ii) any failure by the User to comply with these Terms of Services; (iii) any failure by the User to use the Solution in accordance with the documentation or other instructions provided by AppTweak; (iv) any unauthorized use of the Solution; (v) the User’s or any third party’s hardware, software, and equipment; (vi) the User’s errors in entering, analysing, or reporting data; (vii) the fault or negligence of the User, operator error, improper use or misuse of the Solution, or any other causes external to AppTweak or the Solution; or (viii) downtime as a result of scheduled maintenance performed by or for AppTweak. To the fullest extent permitted by law, AppTweak disclaims all other warranties, either express or implied, including warranties of merchantability and fitness for a particular purpose.
    3. The Site may contain hypertext links to other sites. These links are provided to the user on an indicative basis only. AppTweak does not control such Sites nor the information contained in them. AppTweak cannot warrant the quality and/or exhaustiveness of this information.
    4. Neither Party shall have any liability in connection with its obligations under the Agreement for special, indirect, consequential or incidental damages. Subject to Clause 12.7, neither Party shall be liable to the other or to any third party under or in connection with this Agreement or the provision of the Services for:
      1. any loss of profit, loss of revenue, loss of contract, loss or corruption of data, or loss of goodwill; or
      2. any indirect or consequential losses.
    5. Subject to Clause 12.7 and to the maximum extent permitted by law, each Party’s aggregate liability, whether in contract, in tort (including negligence), under statute, or otherwise under or in connection with this Agreement shall each be limited to the higher of the aggregate amount of Fees paid to the Service Provider in the twelve (12) months prior to the relevant liability arising. Multiple claims shall not enlarge this limitation.
    6. The Service Provider shall not be liable to the Client or to any third party, whether in contract (including under any indemnity), in tort (including negligence), under statute or otherwise under or in connection with this Agreement or the provision of the Services, for any liability to the extent that such liability is caused by, or is a result of, a breach by the Client to perform any of its obligations under this Agreement.
    7. The limits on liability set out in this Clause 12 shall not apply in respect of:
      • any liability for death or personal injury resulting from a Party’s negligence;
      • any liability for fraud or fraudulent misrepresentation by a Party;
      • any other liability to the extent which it cannot be lawfully excluded.
    8. Each Party shall take any and all reasonable measures to avoid and/or mitigate damages.
    9. The Service Provider will not be liable for any damage resulting from delayed, incorrect, and/or incomplete information supplied by the Client.

  13. SERVICE TERM & TERMINATION

    1. This Agreement commences on the Effective Date and remains in effect for a period set out in the Pricing Tab. This Agreement will be automatically renewed for the same time periods.
    2. The Client may terminate the Agreement at any time. The Client is aware that he will not be refunded the amount corresponding to the unused period.
    3. Upon termination of this Agreement, the license is revoked immediately and the User will not have access to the Services. The Client agrees to stop using the Services, the Solution, and its components.
    4. In the event of non-compliance with the Terms of Services, AppTweak is within its rights,
      • to suspend or defer the provision of Services and/or terminate the Agreement,
      • or to delete or suspend the User Account, at any time without any legal formalities, notably if AppTweak has reasonable reason to believe that:
        1. a person identified as a User does not meet the provisions set out in the Terms of Services or does not exist;
        2. any User accesses or interacts with the Platform in a way that does not comply with its use, (incitement to hatred, discriminatory comments, insults…) or under technical conditions which are likely to damage or block the Platform.
        3. in the Service Provider’s sole and absolute discretion and without limiting any other rights or remedies available to Service Provider, (a) suspend or defer the provision of Services until such failure is remedied and/or (b) terminate the Agreement.

  14. FORCE MAJEURE

    Neither Party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control. If the period of delay or non-performance continues for more than two months, either Party may terminate this Agreement by giving 15 calendar days’ written notice to the other Party.

  15. CONFIDENTIALITY

    1. Each Party (“Recipient”) undertakes to the other Party (each, a “Disclosing Party”) to treat as confidential all Confidential Information received from the Disclosing Party under this Agreement.
    2. The Recipient agrees:
      1. to hold in strict confidence all such Confidential Information and, subject to Clause 15.4, not to disclose it to any third party without the prior written consent of the Disclosing Party;
      2. to solely use such Confidential Information for exercising its rights and/or performing its obligations under this Agreement (hereinafter the “Purpose”);
      3. to take all reasonable precautions necessary or prudent to prevent material in its possession or control that contains or refers to such Confidential Information from being lost, discovered, used, intercepted, or copied by any third party (unless in accordance with Clause 15.4; and
      4. to disclose such Confidential Information only to such of its and its affiliates directors, officers, employees, professional advisors, and their suppliers, on a “need to know” basis, who are required by their duties to have knowledge of the Confidential Information for the Purpose, and on the condition that each such person:
        1. is informed that the disclosed information is confidential; and
        2. has agreed in writing to be bound by substantially similar obligations of confidentiality and restrictions of use as those set forth herein and not to disclose the Confidential Information to any third party or to use such information except for the Purpose. The Recipient shall be liable for any breach by each such person of the obligations of confidentiality and restrictions of use hereunder.
    3. This Clause 15 shall not apply to any information which the Disclosing Party can demonstrate: is in or subsequently enters the public domain other than as a result of a breach of this Clause 15;
      1. has been or is subsequently received by the Recipient from a third party which is under no confidentiality obligation in respect of that information;
      2. has been or is subsequently independently developed by the Recipient without reliance on the Disclosing Party’s Confidential Information; or
      3. was previously known to the Recipient free of any obligation to keep it confidential (as can be evidenced by the written records of the Recipient).
    4. Notwithstanding the foregoing, the Recipient shall be entitled to disclose Confidential Information to the extent required by law or court order in which event the Recipient shall provide the Disclosing Party, to the extent legally permissible, with written notice that the Confidential Information is proposed to be disclosed sufficiently in advance of the proposed disclosure so as to provide the Disclosing Party with a reasonable opportunity to seek to prevent the disclosure of or to obtain a protective order for the Confidential Information.
    5. The obligations of confidentiality shall be applicable for the Service Term of this Agreement until two (2) years after termination of this Agreement.

  16. PERSONAL DATA

    1. Privacy policy: Use of the Site or the Services may result in the collection and processing of personal data by AppTweak. AppTweak is committed to protecting the User’s Personal Data in accordance with Data Protection Laws and under the conditions detailed in our Privacy Policy available by clicking on the following link: privacy policy.
    2. Data protection
      1. The definitions applied are those contained in the Data Protection Laws. The terms, such as ‘Process/Processing’, ‘Controller’, ‘Processor’, ‘Data Subject’, ‘Commission’, ‘Member State’, ‘Data Breach’, and ‘Supervisory Authority’ (non-exhaustive list) shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.
      2. In order to provide the Services, when the Service Provider (the “Processor”) processes Personal Data on behalf of the Client (the “Controller”), the Service Provider undertakes to comply with Data Protection Laws concerning the processing of Personal Data and, in particular, the Regulation (EU) 2016/679 on the protection of natural persons with regard to the processing of Personal Data (hereinafter “GDPR”) and the Belgian Law of 30 July 2018 on the protection of natural persons with regard to the processing of Personal Data.
      3. Service Provider shall process the Personal Data as a processor as necessary to perform its obligations as defined under this Agreement and strictly in accordance with the documented instructions of the Client, except where otherwise required by any law applicable to the Service Provider. If the Service Provider processes the Personal Data for its own purposes, he will process the Personal Data as a Controller.
      4. Service Provider shall not transfer the Personal Data (nor permit the Personal Data to be transferred) outside of the European Economic Area (“EEA”) unless (i) certain set conditions are met (such as an adequacy decision by the European Commission, or that appropriate safeguards are in place as per the legislation) or (ii.) it has first obtained the Client’s prior written consent.
      5. The Service Provider shall ensure that any person that it authorises to process the Personal Data shall be subject to a strict duty of confidentiality (whether a contractual duty or a statutory duty) and shall not permit any person to process the Personal Data who is not under such a duty of confidentiality.
      6. Service Provider shall take all appropriate technical and organisational measures against unauthorised or unlawful Processing of Client Personal Data and against accidental loss, alteration, disclosure, or destruction of, or damage to, Client Personal Data; and
      7. Service Provider shall not engage another (sub)Processor without the prior specific or general written authorisation of the Client. In the case of general written authorization, the Service Provider shall inform the Client of any intended changes concerning the addition or replacement of other (sub)Processors, thereby giving the Client the opportunity to object to such changes.
      8. Service Provider shall provide all reasonable and timely assistance (by appropriate technical and organisational measures) to the Client to enable the Client to respond to: (i) any request from a data subject to exercise any of its rights under applicable Data Protection Law; and (ii) any other correspondence, enquiry or complaint received from a data subject, regulator or other third party in connection with the processing of Personal Data. In the event that any such request, correspondence, enquiry, or complaint is made directly to the Service Provider, Service Provider shall promptly inform the Client.
      9. The Service Provider will provide the Client with all such reasonable and timely assistance as the Client may require in order to conduct a data protection impact assessment and, if necessary, consult with the data protection authority.
      10. Upon becoming aware of a Security Incident, the Service Provider shall inform the Client without undue delay and shall provide all such timely information and cooperation as the Client may require in order for the Client to fulfill its data breach reporting obligations under applicable Data Protection Law.
      11. Upon termination or expiry of this Agreement or retention period, the Service Provider shall at the Client’s election destroy or return to the Client all Personal Data (including all copies) in its possession or control (including any Personal Data subcontracted to a third party for processing). This requirement shall not apply to certain Personal Data where the Service Provider also processes them in its capacity as Controller or is required by any EU (or any EU Member State) law to retain some or all of the Personal Data, in which event the Service Provider shall isolate and protect the Personal Data from any further processing except to the extent required by such law.
      12. The service Provider makes available to the controller all information necessary to demonstrate compliance with the obligations laid down in this Clause.

  17. MISCELLANEOUS

    1. If a provision of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, that prohibition or unenforceability shall not invalidate the remaining provisions thereof which will remain in full force and effect. The Parties agree to attempt to substitute for any invalid or unenforceable provision a valid and enforceable provision that achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision. The obligations of the Parties under any invalid or unenforceable provision of the Agreement will be suspended while an attempt at substitution is made.
    2. Any failure or delay by a Party in exercising any right under this Agreement shall not constitute a waiver of its rights under this Agreement or preclude the further exercise of any such rights unless waived in writing.

  18. APPLICABLE LAW – JURISDICTION

    1. The validity, interpretation and/or execution of the Agreement are entirely and exclusively subject to Belgian law, to the maximum extent permitted by the prevailing rules of private international law.
    2. The Parties irrevocably agree that the Courts of Brussels (Belgium) have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

  19. DEFINITION AND INTERPRETATION

    For the purpose of this Agreement, the words and expressions listed below shall have the following meaning:

    • “Applicable Laws” means all statutes, statutory instruments, orders, rules, regulations, instruments, and provisions in each case that apply to this Agreement;
    • “Background Material” means all materials, strategies, business concepts, and Intellectual Property Rights owned or licensed by a Party that existed prior to the Effective Date of the Agreement or that is created out of the scope of or irrespective of this Agreement;
    • “Data Protection Laws” means all European Privacy Laws, where applicable, (i) EU Regulation 2016/679, adopted on 27 April 2016 (“GDPR”), (ii) Directive 2002/58/EC of 12 July 2002 (“e-Privacy Directive”), and any legislation replacing the GDPR and the e-Privacy Directive, (iii) any law, statute or regulation relating to the protection of Personal Data of a Member State of the European Economic Area (“EEA”), which may apply to one of the Parties in the context of its data processing activities or its establishment in the EEA, and all subordinate legislation made under them, together with any codes of practice or other guidance issued by the data protection regulator in the Territory;
    • “Fees” means the fees, excluding taxes, as set out in the “pricing” tab on the Site or, if applicable, in the outline of the Agreement, payable by Client for the provision of the Services and/or Deliverables;
    • “Confidential Information” means all information of a confidential nature disclosed (by whatever means, directly or indirectly) by the Disclosing Party to the Recipient, whether before or after this Agreement becomes effective, including any trade secrets, information relating to the Intellectual Property Rights, system(s), know-how, products or operations, processes, plans, product information, market opportunities or business affairs of the Disclosing Party. For the avoidance of doubt, any information relating to the Disclosing Party, its subcontractors, service providers, customers, employees, customers or other stakeholders which is disclosed to, processed (or otherwise handled) by the Recipient under or in connection with this Agreement is deemed to be of a confidential nature;
    • “Deliverables” means any outputs of the Services to be provided by the Service Provider to Client as specified in the outline of the Agreement and any other documents, products, and materials provided by the Service Provider to the Client in connection with the Services;
    • “Effective Date” means the date on which this Agreement enters into force, being the date on which the Services are made available to the Client;
    • “Good Industry Practices” means the exercise of reasonable skill, care, prudence, efficiency, foresight, and timeliness which would at that time be expected from a skilled, trained, experienced, specialised and reputable professional in the services equivalent or similar to the Services Provided to a customer of similar size to Client and having substantially the same requirements;
    • “Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; The Solution or SaaS platform and its components are the intellectual property of AppTweak or are subject to intellectual property rights owned or licensed by AppTweak. The Solution is part of AppTweak’s intangible assets, know-how, and intellectual property.
    • “Personal Data” has the definition attributed to it by Clause 4.1 of the GDPR.
    • “Plan” means (a subscription to specific features…)
    • “(SaaS) Services” means the hosting, technical assistance, maintenance service, and any other services to be provided by the Service Provider as further described on the Site (https://www.apptweak.com/pricing)
    • “Solution” means the SaaS platform or online application developed by the Service provider described in the Preamble above. In particular, a software infrastructure, database, connectors, hosting, application programming interfaces (“API”), Data, the creation and management of End User accounts within the Solution, the analysis of Data and information exchange interfaces developed and operated by AppTweak, accessible to Users via AppTweak Sites.
    • “Site” means AppTweak websites developed under its own branding, including the general and informative website: https://apptweak.com, and the Solution: https://app.apptweak.com;
    • “Service Term” means the period as specified in clause 13;
    • “User” means any individual to whom the Client chose to give access to the Solution, and for whom the Client needs to communicate some personal data and information to the Service Provider, who are uniquely identified to have access to the Solution on behalf of the Client. The User must be a natural person of legal age, enjoying full legal capacity and complying with the Terms of Services;
    • “User Account” means the interface dedicated to a User, securely accessible by them on the Platform and enabling the use of Services by the User;
    • “User Data” means personal data within the meaning of Clause 4.1 of the GDPR and in particular: i) any information relating to the User provided by the User when creating or using their User Account, as well as ii) data from third-party Applications that the User has requested to be integrated with their User Account;