Wenite Terms & Conditions

Last revision: 7 October 2022

1. APPLICABILITY

DISCLAIMER: Please read these End User Terms and Conditions carefully before using the Platform (as defined below). By clicking the “I agree” button, you agree that (i) your use of the Platform, and (ii) the processing of your Personal Data shall be governed by these Terms of Use.

The Wenite platform available on https://wenite.io/ the “Website”) is owned and managed by WENITE, a limited liability company (besloten vennootschap or BV) incorporated, organized and existing under the laws of Belgium, with registered office at Stationsstraat 37, 9810 Nazareth (Belgium) and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen or KBO) under enterprise number 0755.784.012 (RLE Ghent, section Ghent) (“Wenite”).

These terms of use (the “Terms of Use”) constitute a legally binding agreement between Wenite and you ( “you“ or “User”) and will govern your use of the Platform (as defined below) and any accompanying documentation (the “Documentation”). These Terms of Use contain other important provisions that you should read prior to any use of the Platform.

By using any part of the Platform, you acknowledge and agree that your use of the Platform is exclusively governed by these Terms of Use. If you do not agree to any provision of these Terms of Use, you may not use in any manner the Platform.

Wenite may, in its sole discretion, change, supplement or amend these Terms of Use from time to time (a “Modified Version”), for any reason, and without any prior notice to or liability towards you. You may not change, supplement, or amend these Terms of Use in any manner. Any such Modified Version made will be effective immediately upon us making such changes available on the Website or otherwise providing notice thereof. You agree that your continued use of the Platform after such changes constitutes your acceptance of such changes.

You represent and warrant that you have the legal authority to agree to and accept these Terms of Use.

You also agree that Wenite may provide all communications and notices to you electronically by posting them on the Website or by sending an e-mail to the e-mail address you provided to Wenite when registering on the Website.

By agreeing to these Terms, you grant Wenite a general authorization to engage sub-processors for the purposes of providing our Services. For more information about sub-processors, please see our List of Sub-processors and our Privacy Policy.

We advise you to return to this page periodically to ensure familiarity with the most current version of these Terms of Use.

2. DESCRIPTION OF THE PLATFORM

Wenite offers an all-in-one cloud-based wellbeing management platform that facilitates [the management and improvement of employee wellbeing, engagement, knowledge and performance], as further described in the Documentation, on which Wenite may make available Wenite-supplied text, audio, video, graphics, illustrations, logo’s, icons, software, design, applications, sheets, models and other information, content and data made available by Wenite on or through the Platform (collectively the “Platform”). Your Employer has entered into an agreement with Wenite on your use of the Platform that, among other things, contains provisions with regard to the payment conditions and term of your use (the “Customer Agreement”).

3. OWNERSHIP – RESTRICTIONS

The Website, the Platform and the Documentation are the exclusive property of Wenite and/or its licensors. All rights in and to the Platform or Documentation not expressly granted to you in these Terms of Use are reserved by Wenite and its licensors.

During the Term (as defined below) and subject to the provisions of these Terms of Use, Wenite grants you a restricted, personal, non-exclusive, non-transferable, non-assignable license, without the right to sub-license, license to use the Platform in accordance with the Customer Agreement and the Documentation.

You are not permitted to (and will not (and will not allow any third party to)): (i) make the Platform available or sell or rent the Platform to any third parties; (ii) adapt, alter, translate or modify in any manner the Platform; (iii) sublicense, lease, rent, loan, distribute, or otherwise transfer the Platform to any third party; (iv) decompile, reverse engineer, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure or organization) of the Platform, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation; (v) alter, remove, or obscure any copyright notice, digital watermarks, proprietary legends or other notice included in the Platform; (vi) intentionally distribute any virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data, or other items of a destructive or deceptive nature or use the Platform for any unlawful, invasive, infringing, defamatory or fraudulent purpose; or (vii) remove or in any manner circumvent any technical or other protective measures in the Platform.

By uploading, creating or otherwise providing content in the Platform, you grant Wenite a worldwide, non-exclusive, royalty-free, transferable, assignable, sublicensable license to use, copy, store, modify, transmit and display such content to the extent necessary to perform its obligations under these Terms of Use and the Customer Agreement. Wenite reserves the right, but is not obliged, to review and remove, any Customer Content which is deemed to be in violation with the provisions of these Terms of Use or otherwise inappropriate, any rights of third parties or any applicable legislation or regulation.

4. DISCLAIMER, LIABILITY, AND INDEMNIFICATION

4.1 Disclaimer

Your use of the Platform is at your own risk. The Website is provided on an “as is” and “as available” basis, and without any representations, warranties or conditions of any kind. To the extent permitted under applicable law, Wenite expressly disclaims all warranties, express or implied, including but not limited to any warranties of merchantability, non-infringement, satisfactory quality and fitness for a particular purpose of the Platform. In particular, Wenite does not warrant that the Platform is error-free or that the use and/or operation of the Platform will be secure or uninterrupted, that Wenite will detect any or every defect in the Platform or that any or all problems with respect to the Platform can be solved and hereby disclaims any and all liability on account thereof.

4.2. Warranties by user

You represent and warrant to Wenite that (a) you have the authority to enter into this binding agreement personally and (b) that any content provided by you in the Platform is accurate and truthful and shall not (i) infringe any Intellectual Property Rights of third parties; (ii) misappropriate any trade secret; (iii) be deceptive, defamatory, obscene, pornographic or unlawful; (iv) contain any means a virus, cancelbot, worm, logic bomb, Trojan horse or other harmful component of software or data, whether or not intended to damage the Platform; or (v) otherwise violate the rights of a third party. Liability

To the maximum extent permitted under applicable law, the maximum liability of Wenite to you, respectively you to Wenite, arising out of these Terms of Use will not in any event exceed the fees paid or payable by your Employer to Wenite for your use of the Platform, The aforesaid restrictions do not apply to a Party’s liability resulting from (i) fraud or deceit, and/or (ii) intentional misconduct.

For the avoidance of doubt, it is specified that Wenite will in no event be liable for any indirect, consequential or other similar damages (including but not limited to damages for loss of profit, revenue, business, contracts or clients, loss of or corruption of data, loss of goodwill, damages to equipment and reputational damages, opportunity loss, loss of anticipated savings, and costs of procuring replacement goods or services), arising from, connected with, or relating to the use of the Platform by you, even if Wenite has been advised or notified of the possibility of such costs or damages

4.3 Indemnification by Wenite

Subject to article 4.2, Wenite will (1) defend, or at its option settle, as specified herein against any founded and well-substantiated claim brought by a third party against you (a “Suit”) to the extent such Suit claims that your use of the Platform as permitted in these Terms of Use constitutes an infringement or misappropriation by you of a third party’s Intellectual Property Rights; and (2) pay (i) any final judgment or award directly resulting from such Suit or (ii) those damages agree to by Wenite in a monetary settlement of such Suit. Such indemnity obligation will be conditional upon the following: (i) Wenite is given prompt written notice of any such claim; (ii) Wenite is granted sole control of the defense and settlement of such a claim; (iii) upon Wenite’s request, you fully cooperate with Wenite in the defense and settlement of such a claim, at Wenite’s expense; and (iv) you don’t make any admission as to Wenite’s liability in respect of such a claim, nor do you agree to any settlement in respect of such a claim without Wenite’s prior written consent. Provided these conditions are met, Wenite will indemnify you for all direct damages and costs incurred by you as a result of such a claim, as awarded by a competent court of final instance, or as agreed to by you pursuant to a settlement agreement.

In the event the Platform or any part thereof, in Wenite’s reasonable opinion, is likely to or become the subject of a third party infringement claim (as per this article 4.3), Wenite will have the right, at its sole option and expense, to: (i) modify the ((allegedly) infringing part of the Platform so that it becomes non-infringing while preserving equivalent functionality; (ii) obtain for you a license to continue using the Platform in accordance with these Terms of Use.

Notwithstanding the foregoing, Wenite will have no obligation under this section or otherwise with respect to any Intellectual Property Rights infringement claim that would not have arisen but for (x) any unauthorized use of the Platform by the you or any use not in accordance with these Terms of Use or the Documentation; (y) your or any third party’s unauthorized modification of the Platform, or (z) any use of the Platform in combination with other products, equipment, software or data not supplied by Wenite.

The foregoing states the entire liability and obligation of Company and your sole and exclusive remedy with respect to any infringement or alleged infringement of any Intellectual Property Rights caused by the Platform or any part thereof.

5. YOUR OBLIGATIONS

You agree to use the Platform in a responsible manner that is in full compliance with these Terms of Use and any applicable local laws and regulations. Wenite will not be required to provide for and you will bear the sole responsibility with respect to any telecommunications of computer network hardware required to use the Platform.

6. TERM

These Terms of Use are effective as of the moment that you are granted access to the Platform and will expire at such time as all license subscriptions have expired in accordance with the Customer Agreement (the “Term”).

7. PRIVACY STATEMENT

Wenite recognizes and understands the importance of your privacy and wants to respect your desire to store and access Personal Data in a private and secure environment. Please note that Wenite has to be considered as the “Data Processor” and your Employer as the “Data Controller” for the processing of any Personal Data via the Platform or any part thereof. Please note that Wenite will only process any Personal Data relating to you on the documented instructions from your Employer, as Data Controller, and takes appropriate technical and organizational measures against any unauthorized or unlawful processing of your Personal Data or its accidental loss, destruction or any unauthorized access thereto. In the event you request Wenite of a copy, correction, deletion of the Personal Data or you want to restrict or object to the processing activities, Wenite will inform the Employer of such request within two (2) calendar days. Wenite will, as Data Processor, provide the Employer, as Data Controller, with full details of such request, objection or restriction of the User, together with a copy of the Personal Data held by Wenite. Furthermore, Wenite will promptly direct you as user to the Employer, who will deal with the request in accordance with the applicable Data Protection Legislation.

The Personal Data that will be processed by Wenite as Data Processor may include (without limitation) private notes of any kind concerning you as a User of the Platform which one added to the Platform without your knowledge by other users of the Platform and/or your Employer (the “Private Notes”). We will not use your Personal Data for any other purpose than instructed by the Data Controller and allowing you to make use of the features and the technical operation of the Platform.

8. SUSPENSION AND TERMINATION

If Wenite becomes aware or suspects, in its sole discretion, any violation by you of this Agreement or any other instructions, guidelines or policies issued by Wenite, then Wenite may suspend, limit your access to the Platform or terminate your access right without any liability to you. The duration of any suspension by Wenite will be until you have cured the breach which caused such suspension or limitation.

Upon the termination of this Agreement for any reason whatsoever in accordance with the provisions of this Agreement, at the moment of effective termination: (i) you will no longer be authorized to access or use the Platform or otherwise use any of the features or results offered by or through the Platform; (ii) Wenite will sanitize and destroy all relevant Personal Data related to you (including but not limited to the Private Notes, if any) , within thirty (30) calendar days upon termination of these Terms of Use in a secure way that ensures that all Personal Data is deleted and unrecoverable. Personal Data that needs to be kept to comply with relevant legal and regulatory retention requirements may be kept by Wenite beyond expiry of the period of thirty (30) calendar days as long as required by such laws or regulations and (iii) all User rights and obligations on the Platform granted under this Agreement will terminate. Upon written request submitted by the Employer to Wenite no later than fourteen (14) calendar days prior to the termination of the Agreement, Wenite will provide the Employer, immediately prior to the sanitization and destruction thereof, with a readable and usable copy of the Personal Data and/or the systems containing Personal Data.

9. MISCELLANEOUS

9.1 Assignment

Wenite may freely assign or transfer any or all of the rights and obligations described under these Terms of Use without your consent and without notice to you. You may not assign this Agreement or any of your rights and duties hereunder without the prior written consent of Wenite. These Terms of Use will be binding upon and inure to the benefit of the parties hereto and their respective successors and assignees.

9.2 Severability

If any provision of this Agreement is declared or determined by a competent court to be unenforceable or invalid: (i) the validity of the remaining parts, terms or provisions will not be affected by that determination; (ii) the unenforceable or invalid part, term or provision will not be deemed to be part of this Agreement; and (iii) such court may substitute a provision that is legal and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder will be enforced to the extent permitted by applicable law.

9.3 Entire agreement

9.4 Waiver

The waiver or failure by Wenite to exercise any right provided for herein will not be deemed a waiver of any further right hereunder. The rights and remedies of Wenite set forth in this Agreement are cumulative and are in addition to any rights or remedies Wenite may otherwise have at law or equity, except with respect to any sole and exclusive remedies expressly provided for herein.

9.5 Force majeure

Wenite will not be responsible for delays or failures in performance of its obligations under this Agreement resulting from flood, riot, fire, judicial or governmental action, labor disputes, act of God, power failures, cyber crime, unauthorized access to Wenite’s information technology systems by third parties or any other reason where failure to perform is beyond the reasonable control of, Wenite.

9.6 Interpretation

The descriptive headings in this Agreement are for convenience only and will not control or affect the meaning, interpretation or construction of any provision of this Agreement.

9.7 Survival

Articles 3, 4, 7, and 8.1 will survive any termination or expiration of this Agreement.

9.8 Governing law- Jurisdiction

This Agreement will be governed by and construed in accordance with Belgian law, without giving effect to any other choice of law or conflict-of-laws rules or provisions (Belgian, foreign or international) that would cause the laws of any jurisdiction other than Belgium to be applicable. The courts and tribunals of Ghent, section Ghent will have sole jurisdiction should any dispute arise relating to this Agreement

10. DEFINITIONS

“Data Controller” means the physical or legal person, which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;

“Data Processor” means the physical or legal person, which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;

“Employer” means the physical or legal person, which, alone or jointly with others, determines the purposes and means of the processing of Personal Data;

“Intellectual Property Rights” means any and all now known or hereafter existing (a) rights associated with works of authorship, including copyrights, design rights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights, know-how; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, (f) trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered); (g) all registrations, applications for registration, renewals, extensions, divisions, improvements or reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world; and

“Personal Data” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

‍