Terms of Use -
    Interact Software Services

    VERSION - March 2019

    Signify Netherlands B.V., a limited liability company with its principal office at High Tech Campus 48, 5656 AE Eindhoven, the Netherlands ("Signify” or also referred to as "us”, “our", or and terms of similar meaning) provides you (or also referred to as "you”, “your", or and terms of similar meaning) access to its Interact portal and allows you to use certain Interact software services being provide as a software-as-a-service (collectively: “the Web Application”) for use in connection with the Interact system and/or Connected Products (collectively: “the System”). You are granted access to and user rights for the Web Application upon request of your employer (in case you are an employee) and/or your client (in case you are a contractor, sub-contractor or a consultant) (“your employer” or “your client” hereinafter referred to as “our Customer”) with whom Signify (or one of its Affiliates) has entered into an agreement with respect to the System and/or certain Interact Software Services.
     

    These Terms of Use must be read together with the agreement between Signify and Customer with respect to the System and/or certain Interact Software Services, including additional, separate supply, distribution or sales contracts, if applicable (“Terms and Conditions”). The Terms and Conditions are not amended by these Terms of Use and will remain in full force and effect. In the event of ambiguity, conflict or inconsistency between these Terms of Use and the Terms and Conditions, these Terms of Use will prevail.
     

    Applicability: Please note that your use of and interaction with this Web Application is subject to these Terms of Use. IF YOU DO NOT AGREE WITH THESE TERMS OF USE, YOU SHOULD NOT ACCESS OR USE THE WEB APPLICATION. These Terms of Use and all terms, policies and guidelines incorporated by reference in these Terms of Use will remain in full force and effect so long as you continue to use or access the Web Application, or until terminated earlier in accordance with the provisions of these Terms of Use. Any use or access to the Web Application by anyone under the age of 18 is strictly prohibited and is a violation of these Terms of Use.

    Privacy: Protection of personal data of our end users is important to us. You acknowledge and agree that Signify will process Personal Data in accordance with Signify ’s privacy notice which is available on http://www.signify.com/global/privacy under the “Legal information” section.
     

    Access to the Web Application: Accessing and using the Web Application requires you to be registered as a user. When our Customer applies for a user account, our Customer will provide us with your valid, current and verifiable official email address, which will become your user name. After verification of access permissions, you will receive an automated email with your username and instructions to set your password. You have the possibility to change the password and instructions for doing so can be found in the Web Application. In the event that delivery of such information fails for any reason, your access or use of functions or features requiring such registration may be refused or terminated.
     

    You are solely responsible for maintaining the confidentiality of your user account, user name and password. The user account, login name and password is strictly for you and it is not allowed to share the foregoing details with anyone else. You are also solely responsible for restricting access to your computer(s) or mobile device(s) on which you use this Web Application. You agree to accept responsibility for all activities occurring under your account, user name, and/or password that are due to your conduct, inaction, or negligence. We may, at our own discretion, suspend and/or block access to the Web Application for security reasons.


    Third Party Services and Open Source Software:  Sometimes when you use the Web Application you may (as a result of, or through your use of the Web Application) use a service or access a piece of software, which are provided by another person or company. Your use of these other services or software may be subject to separate terms between you and the company or person concerned. If so, these Terms of Use do not affect your legal relationship with these other companies or individuals. If the Web Application contains a third party software or component or an open source software or component then the use of such software or component shall be subject to the terms of use of such third party software or component or such open source software or component. Your license rights under these Terms of Use do not include any right or license to use, distribute or create derivative works of the Web Application in any manner that would subject the Web Application to Open Source Terms. “Open Source Terms” means the terms of any license that require as a condition of use, modification and/or distribution of a work, the making available of source code or other materials preferred for modification, and/or the granting of permission for creating derivative works, and/or the reproduction of certain notices or license terms in derivative works or accompanying documentation, and/or the granting of a royalty-free IP license to any party.


    Amendments: These Terms of Use may be amended by Signify at any time. By continuing to access or use the Web Application after such posting, you will be deemed to have accepted such amendments. You are advised to regularly review these Terms of Use and related terms and conditions, if any.
     

    Affiliates: For purposes of these Terms of Use, “Affiliates” means any and all companies, firms and legal entities with respect to which now or hereafter Signify N.V. directly or indirectly (i) holds 50% or more of the nominal value of the issued share capital or ownership interest; (ii) holds 50% or more of the voting power at general meetings; and/or (iii) has the power to appoint a majority of directors and/or otherwise direct their activities.
     

    Right to use: Signify grants you a non-exclusive, non-transferable, non-sub licensable, revocable and limited right solely to access and use the Web Application and to access the content of the Web Application (“Content”) on behalf of the Customer, subject to the Terms and Conditions and these Terms of Use.

    Restrictions: You shall not, and you shall not permit any third party to (a) reverse engineer, decompile, or disassemble the Web Application, except to the extent that applicable law expressly prohibits the foregoing restriction; or (b) modify or adapt the Web Application, merge the Web Application into another program or create derivative works based upon the Web Application. You agree to (a) not use the Web Application in violation of any laws, regulation or court order, or for any unlawful or abusive purpose or in violation of these Terms of Use; (b) use the Web Application only as intended by Signify in relation to the System; (c) not use the Web Application in any manner that could harm Signify, its licensors, service providers, or any other person; (d) not republish, reproduce, distribute, display, post or transmit any part of the Web Application, and  comply with any other reasonable requirements or restrictions requested or imposed by Signify at any time. You assume full responsibility for the legal and responsible use of the Web Application. Please do not use the Web Application in such a way which would cause any disruption to the System or other users.

     

    Upgrades, updates: Signify may, at its sole option, make upgrades or updates to the Web Application and/or the System via the Web Application for seamless service, and may do so remotely without notifying you. Updates or upgrades are subject to these Terms of Use, unless such upgrade or update is accompanied by a separate license in which case the terms of that license will govern. If you do not want such updates or upgrades, your sole remedy is to cease using the Web Application altogether. Your continued use of the Web Application implies deemed acceptance of such updates and upgrades by you.
     

    Disclaimer of Warranties: ALL CONTENT AND USER GENERATED CONTENT (INCLUDING, WITHOUT LIMITATION, TEXT, IMAGES, GRAPHICS, LINKS, AND OTHER MATERIALS) ON THE WEB APPLICATION IS PROVIDED "AS IS" AND "AS AVAILABLE". SIGNIFY AND ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR AS TO THE OPERATION OF ANY WEB SITE AND THE WEB APPLICATION, THE CONTENT OR USER CONTENT. NEITHER SIGNIFY NOR ITS AFFILIATES, PARTNERS, LICENSORS AND SUPPLIERS WARRANTS OR MAKES ANY REPRESENTATIONS THAT (I) THE WEB APPLICATION WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR (II) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEB APPLICATION (INCLUDING ANY INFORMATION AND MATERIALS OR CONTENT ON OR IN THE WEB APPLICATION) WILL BE CORRECT, COMPLETE, ACCURATE, SECURE, RELIABLE, OR OTHERWISE MEET YOUR REQUIREMENTS.
     

    Limitation of Liability: IN NO EVENT WILL SIGNIFY, OR ANY AFFILIATES OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST SAVINGS, LOSS OF REPUTATION, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA, OR BUSINESS INTERRUPTION) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF USE AND/OR YOUR USE OF THE WEB APPLICATION WHETHER OR NOT SUCH DAMAGES ARE BASED ON TORT, WARRANTY, CONTRACT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SIGNIFY’S (INCLUDING ITS AFFILIATES LICENSORS OR OTHERWISE) AGGREGATE LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THESE TERMS OF USE OR OTHERWISE WITH RESPECT TO THE WEB APPLICATION OR CONTENT SHALL NOT EXCEED THE AMOUNT OF FIFTY EURO (€50.00).  SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

    Your Indemnity: You agree to indemnify and hold harmless Signify, its Affiliates and suppliers from and against any damages, liabilities, costs and expenses (including reasonable attorneys' and professionals' fees and litigation costs) that arise out of the posting, content, or transmission of any message, data, material or any other content you submit on the Web Application or your use of the Web Application in violation of these Terms of Use and/or applicable law.
     

    Confidentiality: This Web Application, including any Content (but excluding user generated content) on or in the Web Application (“Information”) are all confidential information of Signify. You shall not discuss, exchange, share, disclose and/or otherwise make the information available with and/or to any party other than Signify and/or its Affiliates without Signify’s prior written approval.
     

    Ownership: Copyrights and all other intellectual property rights in the Web Application and the Content provided by Signify, its Affiliates, licensors, and/or partners, including the compilation of data on the Web Application, the algorithms, configurations, interfaces and the order, sequence and arrangement of the Web Application, are solely owned by Signify and/or its Affiliates, partners or licensors. All rights are reserved. You may not use the Content and the Web Application other than expressly permitted in these Terms of Use. Signify and its Affiliates or its licensors retain ownership of all its rights in Content and in and to the Web Application, and except as expressly set forth herein, no other rights or licenses are granted or implied to be granted under any Signify intellectual property.
     

    Feedback: Signify will be free to use in any way or form any ideas, suggestions, feedback or recommendations by you to Signify regarding the Web Application or System ("Feedback") without payment of royalties or other consideration to you. Signify will own all intellectual property rights in Feedback and will be free to use such Feedback for any purpose whatsoever in its sole discretion.
     

    Termination: All rights granted to you under these Terms of Use shall terminate upon (i) termination of the Terms and Conditions with our Customer; or (ii) upon request from our Customer; or (iii) notice by Signify to our Customer upon breach or these Terms of Use. Upon termination of such rights you shall not access or use the Web Application in any manner. Signify’s rights and your obligations shall survive the termination of your rights.
     

    Governing Law and Forum: The laws of the Netherlands govern these Terms of Use, without regard to conflict of law principles. Any legal action or proceeding arising out of or in connection with these Terms of Use that cannot be settled through consultation in good faith within thirty (30) days after notice from a party that a dispute exists, will be brought exclusively in the courts of Amsterdam, The Netherlands, provided that Signify will always be permitted to bring any action or proceedings against Customer in any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply. Nothing in this section will be construed or interpreted as a limitation on Signify’s right under applicable law to seek injunctive or other equitable relief, to take any action to safeguard its possibility to have recourse.
     

    Export: You will not export or re-export any part of (the content of) the Web Application. You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
     

    Miscellaneous:  Failure by Signify to enforce any provision of these Terms of Use will not be deemed a waiver of future enforcement of that or any other provision.  If any part of these Terms of Use is found invalid or unenforceable by a court of competent jurisdiction, then that determination will not affect the continued validity, legality, enforceability, and effectiveness of the remaining provisions of these Terms of Use.