Terms of Service

Acceptance of Terms of Service

(a) These Terms govern Company's use of: (i) the Reditus website located at getreditus.live (the “Website”); (ii) the Reditus online platform that provides tools to build, manage, and grow channel programs; (iii) Reditus's JavaScript snippets and customized APIs; and (iv) all other products or services provided by Reditus, as described on the Website (collectively, the “Platform”).

(b) These Terms form an agreement between Reditus and Company. Company accepts them by clicking to accept, by creating an account, or by using the Platform, whichever happens first. If Company accepts these Terms on behalf of an organisation, Company confirms it has authority to bind that organisation, and “Company” then means that organisation.

(c) The Platform is provided solely (the “Permitted Use”) to: (i) enable Company to build, manage, and grow its channel program on the Platform; (ii) enable Company to make available information about Company's channel program on the Platform, including, if applicable, details about Company's products or services and commissions (each, a “Channel Program Profile”); and (iii) facilitate communication with Affiliates with the objective of entering into a Channel Program Agreement (“Platform Services”).

(d) In these Terms, “Affiliate” means an individual or organisation that applies to join, or participates in, a Company channel programme through the Platform, whether described as an affiliate, partner, advocate, reseller, ambassador or referrer. “Affiliate” is used in that sense throughout these Terms and never in the corporate sense of a group company; where these Terms mean a company in the same corporate group, they say “group company”.

Changes to these Terms and to the Platform

(a) Reditus may change these Terms. For any change that materially and adversely affects Company, Reditus will give at least 30 days' prior notice, by email to Company's account contact and by publishing the updated Terms with a new version number and effective date. If Company does not accept the change, Company may terminate these Terms without penalty at any time before the change takes effect, and Reditus will refund the prepaid fees for the unused part of the then current subscription period. Continued use of the Platform after the effective date means Company accepts the change.

(b) Reditus may make changes that do not materially and adversely affect Company, such as corrections, clarifications and changes required by law, with effect from the date they are published.

(c) Reditus may change its prices on at least 30 days' prior notice, given by email to Company's account contact. A price change takes effect at the start of the first subscription period beginning after the notice period ends. Paragraph (a) applies to Company's right to terminate without penalty.

(d) Reditus may change or discontinue features of the Platform. Where a change removes or materially degrades a feature, Reditus will give at least 30 days' notice where practicable. Where a change is required immediately for security, legal compliance or availability, Reditus will make it and give notice as soon as reasonably practicable.

(e) Changes to the DPA are governed by the DPA. Changes to the list of sub-processors are governed by the sub-processor change notification process in the DPA, which provides for 30 days' notice and a right to object.

(f) Reditus publishes each version of these Terms with its version number and effective date at https://www.getreditus.live/terms-of-service.

Use of the Platform

(a) As a condition of being granted a right to use of the Platform, Company represents, covenants, and warrants that: (i) it possesses the legal authority to create a binding legal obligation; (ii) it will use the Platform in accordance with these Terms of Service; and (iii) it has completed a full technical integration with the Platform in accordance with the instructions on our Website, whether through the installation and configuration of Reditus's code snippets or the use of Reditus's customized APIs.

(b) Company must provide its full legal entity name, its registered address, a valid business email address for its account contact, its VAT number where applicable, and any other information Reditus reasonably requests to complete signup and to invoice correctly. Company must keep that information current.

(c) You are responsible for maintaining the security of your account and password. Reditus cannot and will not be liable for any loss or damage from your failure to comply with this security obligation.

(d) You may not use the Platform for any illegal purpose or to violate any laws in your jurisdiction.

(e) Reditus retains the right, at its sole discretion, to temporarily or permanently deny Company access to the Platform or the Platform Services for violation of these Terms of Service.

Licence Grants

(a) Subject to these Terms of Service, Reditus grants Company a personal, revocable, non-exclusive and non-transferable license during the Term to use the Platform in accordance with these Terms of Service for the Permitted Use only.

(b) Company owns Customer Data. “Customer Data” means all data, information, records and files that Company loads into, transmits to, or enters into the Platform, that Reditus collects from third parties on Company's instruction, or that the Platform generates from any of those, including tracking records, affiliate records, commission calculations and reports. Nothing in these Terms transfers ownership of Customer Data to Reditus.

(c) Company grants Reditus a non-exclusive, non-transferable, worldwide, royalty-free licence to host, store, copy, transmit, display, analyse and otherwise process Customer Data, only to the extent necessary to:

• (i) provide, maintain and support the Platform Services to Company and to the Affiliates Company enrols;
• (ii) prevent, detect and address security incidents, fraud, abuse and technical faults; and
• (iii) comply with a legal obligation to which Reditus is subject.

(d) The licence in paragraph (c) lasts for the Term and for the return and deletion period set out in the DPA, and then ends automatically. Company can end it at any time by terminating these Terms, after which Reditus will return or delete Customer Data in accordance with the DPA. The licence is not perpetual and it is not irrevocable.

(e) Reditus will not:

• (i) use Customer Data to train, fine-tune, evaluate or otherwise improve any machine learning or artificial intelligence model, whether Reditus's own or a third party's, and Reditus will contractually prohibit its sub-processors from doing so with Customer Data;
• (ii) sell, rent, license or otherwise make Customer Data available to any third party, except to the sub-processors published at https://www.getreditus.live/sub-processors acting on Reditus's documented instructions, or where Reditus is legally compelled to disclose it; or
• (iii) use Customer Data to build, populate or enrich any profile, list, directory or database that Reditus offers to any other customer. An affiliate's own Reditus network profile, which the affiliate creates and maintains under the Reditus affiliate terms when registering with the Reditus network, is not Customer Data: Reditus is an independent controller of it, as the DPA describes, and an affiliate who has registered with the network may be visible to other customers on that basis.

(f) Reditus may create and use aggregated statistical data derived from Customer Data to operate, secure, benchmark and improve the Platform, and to publish industry benchmarks. Reditus may only do so where the data has been irreversibly anonymised, meaning that neither Company, nor any individual, nor any of Company's Affiliates or referred leads, can be identified or singled out from it, directly or indirectly, by Reditus or by anyone else, taking account of all means reasonably likely to be used. Aggregated data of that kind is not Customer Data and is not subject to paragraph (d). Reditus will not present aggregated data in any way that identifies Company or allows Company to be identified.

(g) Where Customer Data includes personal data, the DPA governs how Reditus processes it, and the DPA prevails over this section to the extent of any conflict.

Accounts and Login Credentials

(a) Company will be required to sign up for accounts (the “Accounts”) using the available interfaces on the Platform and be issued with username and password login credentials for each individual requiring access to the Platform on behalf of the Company by Reditus (“Login Credentials”) in order to use the Platform and communicate with Affiliates through the Platform.

(b) Company is responsible for ensuring individuals issued with Login Credentials keep those Login Credentials secure and do not share them with anyone else. Company is responsible for all acts or omissions carried out under all Login Credentials issued to Company by Reditus.

(c) Reditus reserves the right to disable any Account issued to Company at any time in the event it believes or reasonably suspects that Login Credentials have been used contrary to these Terms of Service or otherwise misused.

(d) Your login may only be used by one person: a single login shared by multiple people is not permitted. You may create separate logins for as many people as you'd like.

Term and Termination

These Terms start on the day Company first uses the Platform and continue until terminated (the “Term”).

(a) Company may terminate these Terms at any time, effective at the end of the then current billing period, by cancelling in account settings or by written notice to Reditus. Reditus will never require Company to give more than 30 days' notice to terminate.

(b) Reditus may terminate these Terms for convenience by giving Company at least 30 days' prior written notice, by email to Company's current email address on file or through the Platform. Where Reditus terminates for convenience, it will refund the prepaid fees for the unused part of the then current subscription period.

(c) Either party may terminate these Terms immediately by written notice if the other party: (i) commits a material breach that it fails to remedy within 30 days of written notice describing the breach; (ii) commits a material breach that cannot be remedied; or (iii) becomes insolvent, is declared bankrupt, is granted suspension of payments (surseance van betaling), enters liquidation, or ceases to carry on business.

(d) Reditus may suspend Company's access to the Platform, in whole or in part, with immediate effect and with notice as soon as reasonably practicable, where that is necessary to protect the security, integrity or availability of the Platform or of another customer's data, to stop unlawful activity, or where Company's account is more than 30 days overdue. Suspension is not termination. Reditus will restore access as soon as the cause is resolved and will not charge for the suspended period where the suspension was not Company's fault.

(e) On termination for any reason: Company's licence to use the Platform ends; fees accrued up to the effective date remain payable; the export and deletion process in the section “Cancellation and Termination” and in the DPA applies; and the sections listed under “Survival” continue in force.

Channel Program Agreements with Affiliates

(a) If an Affiliate requests to participate in Company's channel program through the Platform, Company may enter into an agreement through the Platform with that Affiliate (e.g., whether as an independent contractor or as an employee) on such terms and conditions as may be agreed to between Company and that Affiliate (“Channel Program Agreement”). For example, the Channel Program Agreement may, without limitation, contain: (i) a description of Company's channel program; (ii) payment terms such as the percentage commission; and (iii) any other terms and conditions as communicated between Company and the Affiliate through this Platform or otherwise.

(b) The Platform permits Company to present its Channel Program Agreement to Affiliates for electronic acceptance. Notwithstanding the foregoing, Company acknowledges that it is engaging directly with the Affiliate that participates in its channel program and not Reditus, and that Reditus is not a party to and will be in no way responsible for the performance of either Company or the Affiliate under any Channel Program Agreement. Reditus does not make any representations or warranties of any kind with respect to an Affiliate or a Channel Program Agreement and Company acknowledges that Reditus is not an agent or representative of Company or any Affiliate.

Payment, Refunds, Upgrading and Downgrading Terms

1. The Platform is offered with a free trial for 14 days. If you need more than 14 days, you will only be able to continue using the Platform by paying in advance for additional usage. If you fail to pay for additional usage, your account will be frozen and inaccessible until payment is made.
2. An upgrade or downgrade in plan level takes effect at the next billing cycle. There will be no prorating for downgrades in between billing cycles.
3. Downgrading your plan may cause the loss of features or capacity of your account. Reditus does not accept any liability for such loss.
4. 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.

Cancellation and Termination

1. You are solely responsible for properly canceling your account. You can cancel your account at any time by going into your account settings.
2. On cancellation or termination, Company's access to the Platform ends. Reditus will keep Customer Data available for export for 60 days after termination, the same export period as clause 13.2 of the DPA, and will then return or delete it, at Company's choice, in accordance with clause 13 of the DPA and the retention schedule in Annex A1 of the DPA. That schedule is the single source of truth for deletion timelines and it applies in place of any period stated elsewhere on the Reditus website or in the help centre. Where Reditus must retain specific records to comply with a legal obligation, for example invoicing and tax records, it retains only those records, only for the period the law requires, and applies the same security measures to them.
3. If you cancel the Platform before the end of your current paid up month, your cancellation will take effect immediately, and you will not be charged again. But there will not be any prorating of unused time in the last billing cycle.
4. Reditus may suspend or terminate Company's account in the circumstances set out in the section “Term and Termination”. Termination ends Company's right to use the Platform. It does not extinguish Company's right to export Customer Data during the 60 day period described above, or Company's rights under the DPA.

Ownership

Reditus expressly reserves all rights in the Platform that are not specifically granted to Company under these Terms of Service. Company acknowledges that all right, title and interest in the Platform, all information, material, or content provided by Reditus in connection with these Terms of Service, and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with Reditus (or third party suppliers, if applicable), and that the Platform and all materials provided by Reditus hereunder are licensed and not “sold” to Company.

Privacy Policy, Privacy Warranty

(a) Please click the following link to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using, and disclosing personal information, and which is hereby incorporated into and forms a part of these Terms of Service: https://getreditus.live/privacy-policy

(b) Company is the controller of the personal data it submits to, or generates on, the Platform. Reditus is the processor of that data and processes it in accordance with the DPA. Company warrants that:

• (i) it has, and will maintain, a valid legal basis under Article 6 GDPR, or the equivalent provision of any other applicable law, for each category of personal data it submits to the Platform and for Reditus's processing of that data as processor;
• (ii) it has given the individuals concerned the information required by Articles 13 and 14 GDPR, including that their personal data is processed by a service provider for affiliate tracking, attribution and commission purposes;
• (iii) it has decided, for each jurisdiction in which it operates, whether the Reditus tracking script requires consent on its own website, and has implemented that decision. Reditus does not give legal advice on this point, and Company must not treat the Reditus website, help centre or support responses as legal advice for its own jurisdiction;
• (iv) it will not submit to the Platform any special category personal data within the meaning of Article 9 GDPR, any personal data relating to criminal convictions or offences within the meaning of Article 10 GDPR, or any personal data about a person Company knows or ought reasonably to know is under 18; and
• (v) it will comply with applicable law, including data protection, e-privacy and marketing law, in operating its channel programme and in communicating with Affiliates and referred leads.

(c) The Reditus tracking script transmits the parameters Company chooses to send to it, including any custom parameter prefixed “m_”. Company is responsible for what it chooses to send and must not send special category data or payment card data through it. Where Company runs the Reditus tracking script and a HubSpot form or meetings widget on the same page, the integration transmits the end user's email address by default; a Company that does not want that disables the integration or uses UID mode, as described in Annex A1 of the DPA.

(d) Company will indemnify Reditus against third party claims, regulatory fines and reasonable legal costs to the extent they arise from Company's breach of paragraph (b) or (c), except to the extent they arise from Reditus's own breach of these Terms or of the DPA.

Data Protection, the DPA and Order of Precedence

(a) When Company uses the Platform, Reditus processes personal data on Company's behalf. The Data Processing Agreement published at https://www.getreditus.live/dpa (the “DPA”) sets out how, and is incorporated into and forms part of these Terms. By accepting these Terms, Company accepts the DPA. No separate signature is required. Acceptance in this way is in writing for the purposes of Article 28(9) GDPR. A copy pre-signed by Reditus, with blank Company fields, is available at the same address for Company's records.

(b) For the purposes of the GDPR, Company is the controller and Reditus is the processor in respect of the personal data that Company, its Affiliates and its referred leads submit to or generate on the Platform. Reditus is an independent controller only in respect of the Service Data described in the DPA, such as Reditus's own account, billing and support records, and of the profiles in the Reditus affiliate network, marketplace and recruitment database, as clause 2.2 and Annex A2 of the DPA describe.

(c) The documents that make up the agreement between the parties are:

• (i) the DPA and its annexes, published at https://www.getreditus.live/dpa;
• (ii) any order form, quotation or subscription plan signed or expressly agreed in writing by both parties;
• (iii) these Terms; and
• (iv) any other document these Terms expressly incorporate.

(d) If those documents conflict, they take priority in the order listed in paragraph (c). In respect of the processing of personal data the DPA prevails over every other document, as clause 18.1 of the DPA provides, and executed Standard Contractual Clauses prevail over the DPA for the transfers they cover. No order form varies the DPA.

(e) Reditus maintains a current list of its sub-processors at https://www.getreditus.live/sub-processors and notifies changes in the way set out in the DPA.

(f) Company is responsible for the lawfulness of the personal data it sends to the Platform. See the section “Privacy Policy, Privacy Warranty”.

No Unlawful or Prohibited Use

Company will not, without Reditus's prior written permission, use the Platform for purposes other than the Permitted Use. Without limiting the generality of the foregoing, Company will not, and will not permit anyone else to:

1. “frame”, “mirror” or otherwise incorporate the Platform or any part thereof on any commercial or non-commercial website;
2. access, monitor or copy any part of the Platform using any robot, spider, scraper or other automated means or any manual process for any purpose without our express written permission;
3. register an Account by automated means, or permit anyone else to do so;
4. violate the restrictions in any robot exclusion headers on the Platform or bypass or circumvent other measures employed to prevent or limit access to the Platform;
5. take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Platform;
6. deep-link to any portion of the Platform for any purpose;
7. remove (or permit anyone else to remove) any watermarks, labels or other legal or proprietary notices included in the Platform;
8. modify or attempt to modify the Platform, including any modification for the purpose of disguising or changing any indications of the ownership or source of the Platform;
9. use the Platform as part of any service for sharing, lending or multi-person use;
10. attempt to, assist, authorise or encourage others to circumvent, disable or defeat any of the security features or components that protect the Platform;
11. copy, reproduce, modify, distribute, transfer, sell, publish, broadcast, perform, transmit, publish, license or circulate in any form any part of the Platform;
12. create adaptations, translations, or derivative works based on the Platform, in whole or in part, or decompile, disassemble, reverse engineer or other exploit any part of the Platform;
13. use or access the Platform in a manner that violates the rights (including intellectual property rights) of any third party; or
14. upload to or transmit through the Platform any information, images, text, data, media or other content that is offensive, hateful, obscene, defamatory or violates any laws, in each case as determined by Reditus in its sole discretion.

Third Party Websites

The Platform may provide links to third party websites. Reditus does not endorse the information contained on those web sites or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, non-infringement, merchantability or fitness for any purpose. The content in any linked web site is not under Reditus's control, and if Company chooses to access any such website, Company does so entirely at its own risk.

Viruses

Reditus cannot and does not guarantee or warrant that the Platform is compatible with any computer system or that the Platform, or any links from the Platform, will be free of viruses, worms, trojan horses or disabling devices or other code that manifests contaminating or destructive properties. Reditus will maintain industry standard anti-virus software and tools on systems providing the Platform.

Confidentiality

(a) “Confidential Information” means non-public information that one party discloses to the other in connection with these Terms, whether marked confidential or not, where a reasonable person would understand it to be confidential from its nature or from the circumstances of disclosure. Customer Data is always Company's Confidential Information. The Platform, and non-public information about its pricing, roadmap, architecture and security, is always Reditus's Confidential Information.

(b) Each party will keep the other's Confidential Information confidential, use it only to perform these Terms or exercise its rights under them, and disclose it only to those of its personnel, contractors and professional advisers who need it and who are bound by confidentiality obligations at least as protective as these. Each party remains responsible for the acts and omissions of the people it discloses to.

(c) These obligations do not apply to information that: (i) is or becomes public other than through a breach of this section; (ii) the receiving party already held without a duty of confidence; (iii) the receiving party lawfully receives from a third party that is free to disclose it; or (iv) the receiving party develops independently without using the other party's Confidential Information.

(d) If a party is legally required to disclose Confidential Information, it will, where the law allows, tell the other party first, give it a reasonable opportunity to seek protective relief, and disclose only what is legally required.

(e) These obligations continue for five years after the end of the Term, and continue for as long as the information remains a trade secret or, in the case of Customer Data, indefinitely.

(f) Reditus's confidentiality obligations in respect of personal data, including its obligation under Article 28(3)(b) GDPR to ensure that persons authorised to process personal data are bound by confidentiality, are set out in the DPA.

Geographic Application of the Platform

Not all of the Affiliates and services described on the Platform are available in all jurisdictions. Furthermore, nothing on the Platform constitutes an offer or solicitation to buy or sell any product or service to anyone in any jurisdiction in which such an offer or solicitation is prohibited by applicable law.

General Conditions

1. You understand that Reditus uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Platform.
2. Use of the platform is at company's own risk.
3. You must not modify, adapt or hack the Platform.
4. You must not modify another website so as to falsely imply that it is associated with the Platform or Reditus.
5. Verbal, physical, written or other abuse (including threats of abuse or retribution) of any Reditus customer, employee or officer will result in immediate account termination.
6. You understand that providing the Platform involves transmitting data over public networks, and that data may be adapted to meet the technical requirements of connecting networks or devices. All data in transit between Company, the Platform, Company's website and Reditus's sub-processors is encrypted in transit using TLS. The technical and organisational measures Reditus applies, including its measures for data at rest, are set out in Annex B of the DPA and summarised at https://www.getreditus.live/security.
7. You expressly understand and agree that Reditus shall not be liable for any direct, indirect, incidental, special, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Reditus has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use the service; (ii) the cost of procurement of substitute goods and services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) or any other matter relating to the service.
8. Questions about these Terms of Service should be sent in accordance with the Notices provision in the General Provisions section below. Questions about personal data go to privacy@getreditus.live.

General Provisions

Force Majeure

Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay, caused by an event beyond its reasonable control, including war, terrorism, civil unrest, natural disaster, epidemic, industrial action not involving that party's own workforce, failure of a public telecommunications network or of an electricity grid, and action by a government or regulator. The affected party must notify the other promptly, use reasonable efforts to work around the event, and resume performance as soon as it can. If the event continues for more than 30 consecutive days, either party may terminate these Terms by written notice, and Reditus will refund the prepaid fees for the unused part of the then current subscription period. A security incident affecting Reditus's own systems is not a force majeure event to the extent it results from Reditus failing to implement the measures described in Annex B of the DPA.

Severability

If any provision of these Terms is held invalid, illegal or unenforceable, it is severed to the minimum extent necessary and the remaining provisions stay in full force. The parties will negotiate in good faith to replace the severed provision with a valid provision that comes as close as possible to its original commercial purpose.

Entire Agreement

These Terms, the DPA and any order form agreed in writing by both parties are the entire agreement between the parties on their subject matter, and replace all earlier agreements, proposals, representations and understandings, whether written or oral. Neither party has relied on any statement not set out in those documents, except that nothing in this section excludes liability for fraud or fraudulent misrepresentation. Company's own general terms and conditions do not apply, are expressly rejected, and remain excluded even if Reditus does not object to them when they are sent.

Assignment

Neither party may assign, transfer or otherwise deal with these Terms, in whole or in part, without the other party's prior written consent, which must not be unreasonably withheld or delayed. Reditus may assign these Terms without consent to a company in its own group, or to a purchaser of all or substantially all of its business or assets, and will notify Company within 30 days. Any other purported assignment is void.

Subcontracting

Reditus may use subcontractors and third party service providers to deliver the Platform, and remains responsible for their acts and omissions as if they were its own. Where a subcontractor processes personal data, the sub-processor provisions of the DPA apply.

Notices

Notices to Reditus under these Terms must be given in writing to Reditus B.V., Kapelweg 12, 3951 AC Maarn, Netherlands. Notices concerning the DPA, personal data or a security incident must be sent to privacy@getreditus.live, and Reditus acknowledges notices to that address within 5 working days. Notices to Company are sent to the email address on Company's account or given through the Platform. A notice sent by email is treated as received on the next business day after it is sent, unless the sender receives a delivery failure message. A notice sent by post is treated as received on the third business day after posting. Either party may change its notice address by giving notice under this section.

Intellectual Property Indemnity

(a) Reditus will defend Company against any third party claim that Company's use of the Platform in accordance with these Terms infringes that third party's intellectual property rights, and will pay the damages finally awarded against Company or agreed in settlement, provided that Company notifies Reditus promptly, gives Reditus sole control of the defence and settlement, and gives reasonable assistance at Reditus's cost.

(b) This indemnity does not cover a claim arising from Customer Data, from Company combining the Platform with anything Reditus did not supply, or from use of the Platform outside the Permitted Use.

(c) If the Platform becomes, or Reditus reasonably believes it may become, the subject of such a claim, Reditus may at its option obtain the right for Company to keep using it, modify it so that it is non-infringing, or terminate the affected part of the Platform on notice with a pro-rated refund of prepaid unused fees.

(d) Company will defend Reditus on the same terms against any third party claim arising from Customer Data or from Company's breach of the section “Privacy Policy, Privacy Warranty”.

(e) This section states each party's entire liability and each party's sole remedy for third party intellectual property infringement.

Audit and Information Rights

Reditus's obligations to make available the information necessary to demonstrate compliance with Article 28 GDPR, and to allow for and contribute to audits, are set out in the DPA. Nothing in these Terms narrows them. In addition, Reditus will respond to one reasonable security questionnaire from Company in any twelve month period, and to a further questionnaire on each renewal, after any personal data breach affecting Company, and after any material change to Annex B or Annex C of the DPA. Reditus publishes a security overview at https://www.getreditus.live/security.

Switching and Export

(a) Company may terminate these Terms on no more than two months' notice at any time. Reditus does not charge for terminating, for exporting Customer Data, or for moving to another provider.

(b) During the Term, and for 60 days after termination, the same export period as clause 13.2 of the DPA, Company can export Customer Data using the export features of the Platform, and Reditus keeps the account read-only at no charge during that 60 day period. On request, Reditus provides Customer Data in a structured, commonly used and machine-readable format, such as CSV or JSON, within 30 days of the request. The same export path serves an Article 20 GDPR portability request.

(c) Reditus will give reasonable assistance to a Company that is switching to another provider, including documentation describing the structure of the exported data.

No Waiver

A failure or delay in exercising a right under these Terms is not a waiver of that right. A waiver is effective only if it is given in writing.

No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, agency or employment relationship between the parties, and neither party may bind the other.

Third Party Rights

These Terms do not create any right that is enforceable by a person who is not a party to them. In particular, an Affiliate is not a third party beneficiary of these Terms, and an Affiliate's relationship with Company is governed by the Channel Program Agreement between them.

Survival

The following survive termination: Licence Grants paragraphs (b) and (d) to (g); Ownership; Data Protection, the DPA and Order of Precedence; Confidentiality; any limitation or exclusion of liability in these Terms; Intellectual Property Indemnity; Switching and Export; Governing Law and Jurisdiction; and any other provision that by its nature is intended to survive.

Language

These Terms are drawn up in English. If Reditus provides a translation, the English version prevails.

Electronic Acceptance

Company accepts these Terms by clicking to accept, by creating an account, or by using the Platform. Acceptance in any of those ways, including acceptance of the DPA incorporated by these Terms, is in writing for the purposes of Article 28(9) GDPR.

Governing Law and Jurisdiction

(a) These Terms, and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes and claims), are governed by the laws of the Netherlands.

(b) The Rechtbank Midden-Nederland has exclusive jurisdiction to settle any such dispute or claim, except where a rule of mandatory law gives exclusive jurisdiction to another court.

(c) The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.

(d) Nothing in this section prevents either party from applying to any court of competent jurisdiction for urgent injunctive or interim relief to protect its intellectual property rights or its Confidential Information.