These Terms (together with the documents expressly referred to in them) tell you information about Drawy and the legal terms and conditions on which Drawy provides its Customers with the Services described on the Website. These Terms will apply to any subscription or access to Services Drawy
Please read these Terms carefully and make sure that you understand them, before ordering or using any Services from the Website. The Terms contain important clauses which may impact on your legal status such as liability and indemnification clauses, limited warranties, a dispute resolution clause and other important terms.
Please note that when registering, the Customer will be asked to explicitly agree to these Terms. Additionally, by making use of the Website without registration, you explicitly agree to be bound by these Terms where and to the extent relevant.
If the Customer does not agree with any provision set out in these Terms, the Customer cannot access or otherwise use the Services or any information contained in this Website.
PART A – DEFINITIONS AND CONTACT INFORMATION
Capitalized notions used throughout this Agreement have the meaning attributed to them in this clause 1, unless where expressly otherwise stated:
1.1 “Additional Services” means additional services delivered by Drawy that are not within the scope of the Services generally described on the Website but which may be delivered by Drawy at the request of the Customer after mutual written consent, it being understood, for the avoidance of doubt, that Drawy may decide in its full discretion not to render such Additional Services.
1.2 “Agreement” means collectively, these Terms, including all documents, annexes, conditions or other information as referred to in these Terms, and all other documents or agreements which you may have agreed on in relation to the subject matter hereof.
1.3 “Applicable Fees” means the fees payable by the Customer to Drawy for the Services, dependent on the subscription level as selected by the Customer.
1.4 “Confidential Information” means all confidential information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”) in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information shall include: the terms and conditions of this Agreement (including pricing),business and marketing plans, technology and technical information, product designs and business processes. Confidential Information shall not include: (i) information that is, or becomes, generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) information known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) information developed independently by the Receiving Party without breach of any obligation owed to the Disclosing Party; and (iv) information received from a third party without breach of any obligation owed to the Disclosing Party.
1.5 “Creation” means any creation of whatever nature of the Customer, in relation to which the Services are used by the Customer.
1.6 “Customer” means the person so identified on the registration page of the Website.
1.7 “Customer Portal” means the secured website of Drawy via which the Customer (and its designated Users),using its username and password, can use the Services (including for example uploading, timestamping, downloading, selling or purchasing as the case may be) in relation to Creations.
1.8 “Data Protection Legislation” means the current EU Directive 95/46/EC and any national implementations that apply to the Parties’ processing of personal data, including any modifications to and replacements of the EU Directive 95/46/EC, including in particular the EU General Data Protection Regulation of 27 April 2016 (2016/679).
1.9 “Disclosing Party” has the meaning is set out in clause 1.4.
1.10 “Drawy” means the company as identified in clause 2.1 of these Terms.
1.11 “Effective Date” means the date on which the registration process has been fully and duly completed by the Customer.
1.12 “Error” means a substantial, verifiable and reproducible non-conformity of the Services as described.
1.13 “Force Majeure” means any cause beyond a Party’s reasonable control, such as acts of God, acts from authorities, war, fire, flood, explosion or civil commotion, telecom breakdowns (including “denial of service” attacks and similar unavailability of internet connections),strikes, failure of a third party, software bugs in third party software, industrial action, etc. it being understood that Force Majeure cannot be invoked for a delay in payment or non-payment by the Customer of the Applicable Fees.
1.14 “Hosted Data” means any electronic data (including Creations, accounts of Customers, accounts of Users, etc.) stored in a Customer Portal, after being uploaded by the Customer or a User.
1.15 “License” means the license granted to the Customer as described and under the conditions set out in clause 3.1.
1.16 “Log” has the meaning as set out in clause 5.1.
1.17 “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malware, malicious code, files, scripts, agents or programs.
1.18 “Party/Parties” means either Drawy and/or Customer and its Users, as the context may require.
1.19 “Receiving Party” has the meaning as set out in clause 1.4.
1.20 “Services” means the services offered and as further described on the Website and the additional documentation, where relevant, as made available by Drawy, including the use of the Customer Portal where applicable.
1.21 “Term” means the complete term this Agreement is in effect, as calculated from the Effective Date and up until the day of the effective termination of this Agreement in accordance with the terms of this Agreement.
1.22 “Terms” means the present Drawy terms and conditions.
1.23 “User” means an end-user of the Services and who may use the Customer Portal in accordance with the subscription level chosen.
1.24 “Website” means www.drawy.eu or any local variation of this URL.
1.25 “Working Day” means all days except Saturdays, Sundays and public holidays in Belgium. Working Days extend from 9:00 to 17:00 CET
2. INFORMATION ABOUT DRAWY
2.1 Drawy operates the Website. Drawy is a company trading under the name Stampy NV, registered in Belgium under company number 0654.838.684 and with registered and main trading office address at Industrielaan 1 Stratenplan, 9800 Deinze, Belgium. Our VAT number is BE 0654.838.684.
2.2 The Customer can contact Drawy via the Contact Us page where all contact details are provided
PART B – REGISTRATION AND ACCESS TO THE SERVICES
3. REGISTRATION AND GRANT OF LICENSE
3.1 Subject to the Customer’s compliance with its obligations under this Agreement, Drawy grants to the Customer a non-exclusive, worldwide, non-transferable right to use the Website and Customer Portal and to enable the Users to access and use the Customer Portal during the Term (“License”). Use by Customer of the Services under the License is limited to the internal, normal professional purposes of the Customer with exclusion of any other use.
3.2 The License granted to the Customer includes the right to sublicense the use of the Services to the Users, and any use of the Customer Portal by the User shall be considered to be on the basis of this sublicense. Any such sublicense granted to a User shall be dependent on, and within the limits of, the License granted to the Customer. The Customer shall properly inform all Users of the provisions and limitations of the Agreement and the Customer shall be fully and wholly liable for any non-compliance with the Agreement by the User. In the event a Customer and/or User does not comply with the terms and conditions of this Agreement, Drawy shall, without prejudice to its other rights and remedies under applicable law and contract, be allowed to prohibit this Customer and/or User the access to and usage of the Services.
3.3 The Customer acknowledges that all copyrights, trade secrets and other right, title and interest in the Services and Customer Portal, are the sole property of and vest in Drawy and that the Customer shall gain no right, title or interest in this by virtue of this Agreement other than the non-exclusive and temporary right of use granted in this clause 3. The Customer specifically acknowledges Drawy’s exclusive right to ownership of any modification, translation or adaptation of the Services and Customer Portal and any other improvement or development based thereon, irrespective of whether it is developed on behalf of, supplied to, installed at or paid for by the Customer.
4. USE OF THE SERVICES
4.1 Without prejudice to other provisions set out in these Terms, the Customer shall use the Services and shall ensure that its Users use the Services in accordance with the terms, conditions and limitations set forth in this Agreement and shall not (and shall ensure that its Users shall not): (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make its Customer Portal and/or the Services available to any third party, unless explicitly allowed by this Agreement; (b) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws (such as laws implementing EU Directive 2002/58/EC); (c) send or store Malicious Code; (d) interfere with or disrupt the integrity or performance of the Services, or the data contained therein; (e) attempt to gain unauthorized access to any of Drawy’s related systems or networks; or (f) in general, act contrary to laws, decrees and other legal instruments applicable to the Customer in the context of this Agreement.
4.2 The Customer shall prevent unauthorized access to, or use of, the Customer Portal, and notify Drawy of any such unauthorized access or use.
4.3 The Customer shall protect the confidentiality of its Drawy username(s) and password(s). The Customer shall be responsible and liable for all uses of its username(s) and password(s) whether or not any such use was authorized by the Customer. Customer ensures to (a) immediately notify Drawy of any unauthorized use of, loss or any other unauthorized exposure of its usernames and/or passwords or any other breach of security, and (b) exit from its account at the end of each session.
4.4 Customers grants and Drawy will receive a worldwide, non-exclusive and permanent (for the validity term of the Hosted Data) right to use the Hosted Data provided by the Customer, regardless of whether such Hosted Data is subject to intellectual and/or industrial property rights, including (but not limited to) the Creations, for the purpose of Drawy’s service delivery. The Customer accepts that such use by Drawy may require small changes to the Hosted Data of the Customer, for example to accommodate technical requirements or space constraints. The Customer warrants that it has all necessary rights and/or licenses to grant Drawy such license, or has acquired such rights and/or licenses.
4.5 Except to the extent expressly permitted by applicable law, Customer shall not (i) modify, copy or create derivative works based on the Services; (ii) reproduce, distribute, reverse engineer, decompile, disassemble, translate or otherwise make the Services or part thereof available to any third party; (iii) build or maintain a product or service that competes with the Services; (iv) build or maintain a product or service that is similar to the Services in any non-trivial way; or (v) copy any ideas, features, functions, templates created by Drawy or graphics of the Services.
4.6 Customer shall appoint a central point of contact within its organization which will be the first point of contact for Drawy for any matter arising out of this Agreement.
4.7 The Customer shall report any Errors immediately on detection to Drawy. At Drawy’s request, the Customer shall render assistance, as reasonably requested for the diagnosis, the reproduction and correction of the Error.
4.9 The Customer hereby agrees to defend, indemnify and hold harmless Drawy against any and all damage, loss, costs, expenses, third party claims or demands (including claims of Users) arising out of the use by the Customer, its employees, its designees and/or the Users of the Services (including the Customer Portal) in a manner that does not correspond with this Agreement or, in general, all applicable laws, decrees and other legal instruments applicable to it.
4.10 Although the Services are aimed at professionals and not consumers, Drawy does not prohibit Customers to use the Services as a consumer, in which case the following terms apply where a Customer is able to prove it acts as a consumer and not a professional:
4.10.1 the terms and conditions as laid down in these Terms will apply to the fullest extent permitted by law, and where a term of provision (or part thereof) would be considered contrary to mandatory consumer protection laws, the provision or term will be interpreted as closely as lawfully allowed in accordance with the intention of the original term or provision (or part thereof);
4.10.2 Customers can close their account at any time and withdraw from the Agreement. However, Applicable Fees cannot be refunded and a right of withdrawal does not apply to Services for which Applicable Fees are charged and the consumer explicitly agrees that such Services may be executed immediately by Drawy;
4.10.3 the different language options to conclude the Agreement are English, French and Dutch and you accept and acknowledge that your level of the language you select to conclude the Agreement is sufficient to understand your legal rights and obligations as set out in these Terms;
4.10.4 to create an account, the Customer will be asked to provide information such as in relation to identity, company details (where applicable) and credit card details after which the Customer will be able to create an account. The Customer will have the possibility to correct any incorrect information provided during the registration;
4.11 Customers who act as professionals, and not as a consumer, expressly waive, to the maximum extent allowed by applicable law, the provision and receipt of information on the basis of the Europ
5. ACCESS LOG – PROOF
5.1 Drawy registers access to the Services and its Website as part of the Services and so any problems can be detected. Drawy keeps a log up to date in which it stores data relating to the use of the Services (the “Log”).
5.2 Parties agree that the Log can be reproduced on paper or any other type of information medium and that it can provide evidence of access to and particular forms of use of the Services, Website, Customer Portal, Hosted Data (including Creations) or other activity which has been registered in the Log, unless the Customer can prove the contrary.
5.3 Electronic messages, connections, operations on the network and transactions between the Customer and Drawy shall be proven using the logs and transaction files kept electronically by Drawy in the Log. The Customer accepts the evidential value of the Log and accepts that Drawy may use this Log and its evidential value, which shall not be contested, in any dispute between (a) Drawy and its Customers, (b) between Customers, or (c) between Drawy and/or Customers and a third party.
5.4 This capability of proof as set out in this clause 5 does not prevent the parties from each providing their own proof using permitted legal methods.
5.5 Log files in relation to Hosted Data of Customers can be made periodically available to such Customers, upon payment of the relevant Applicable Fees and dependent on the subscription level chosen.
5.6 Customer acknowledges and agrees that:
5.6.1 ticking a checkbox on the Website is considered equivalent to a handwritten signature that meets the requirements of article 1322, paragraph 2 of the Belgian Civil Code, and that this signature in all cases has all legal consequences attributed to it by law. For the avoidance of doubt, Customer acknowledges and accepts the legal validity of the Standard IP Assignment Agreement agreed to by ticking a checkbox. This shall constitute a valid and sufficient proof of Customer’s consent to the existence and content of the Standard IP Assignment Agreement.
5.6.2 documents and messages sent by electronic means have the same probative value as original or paper documents.
PART C – UPLOADING HOSTED DATA
6. CUSTOMER OBLIGATIONS WHEN UPLOADING HOSTED DATA
6.1 Upon payment of the Applicable Fees and in accordance with the provisions set out in this Agreement, Customer can upload Hosted Data via the Customer Portal. Hosted Data uploaded must comply with the technical requirements as further described on the Website.
6.2 Where applicable, the Customer can have Hosted Data time-stamped in accordance with the Service offered by Drawy. Customer recognizes and accepts that the time-stamping service is offered by a third party service provider. The terms and conditions applicable to this time-stamping service are incorporated in this Agreement by reference and can be consulted here (referred to as “Timestamping Terms”). For the avoidance of doubt, the Time-stamping Terms take precedence over the present Terms for what its subject matter is concerned and in this regard the present Terms do not entail any additional obligations or responsibilities for Drawy other than those imposed on the third party service provider in accordance with the Time-stamping Terms. We advise you to keep a copy of the Time-stamping Terms. Where the time-stamping Service has been agreed with the Customer, Drawy will keep the records establishing the time-stamp for a period of five (5) years, without guaranteeing the continued validity of the time-stamp during said period, after which:
6.2.1 Parties may prolong the term of the records establishing the time-stamp under conditions to be agreed between the Parties; or
6.2.2 failing agreement in accordance with 6.2.1, Drawy has the right to no longer keep the records establishing the time-stamp.
6.3 The Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Hosted Data.
6.4 When uploading Hosted Data, Customer at all times shall comply with the following:
6.4.1 not upload any Hosted Data that is unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, profane, indecent, inflammatory, libelous, tortious, hateful, racially, ethnically, socially, politically, legally, morally, religiously objectionable or otherwise objectionable, or invasive of another’s rights including but not limited to rights of celebrity, privacy and intellectual property;
6.4.2 not impersonate any person or entity or falsely state or otherwise misrepresent an affiliation with a person or entity;
6.4.3 not upload any Hosted Data that may infringe any drawing, design, patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party. Customer represents and warrants to be the owner or appropriate rights holder of the Hosted Data and that there are no outstanding disputes in connection with the property rights, intellectual property rights or other rights in the Hosted Data or any parts of the Hosted Data;
6.4.4 not upload any Hosted Data that would constitute or encourage a criminal offense, illegal activity, violate the rights of any party, or that would otherwise create liability or violate any local, state, national, or international law;
6.4.5 not upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or any other form of solicitation;
6.4.6 not upload any Hosted Data that contains Malicious Code;
6.4.7 not upload any Hosted Data that contains false or misleading information;
6.4.8 not disrupt or interfere with the security of, or otherwise abuse, the Website, or any services, system resources, accounts, servers, or networks connected to or accessible through the Website or affiliated or linked websites;
6.4.9 not access, tamper with or use non-public areas of the Website;
6.4.10 not frame the Website within another website or webpage or link to the Website;
6.4.11 not incorporate images or names that would violate a person’s right of privacy or portrait right;
6.4.12 not use a manual or automatic device or process to retrieve, index, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the services offered through the Website; or
6.4.13 not harvest or otherwise collect any information (including but not limited to personal data according to Data Protection Legislation) about users, including email addresses, without their consent.
6.5 Drawy will not pre-screen or screen Hosted Data, but Customer acknowledges and agrees that Drawy has the right (but not the obligation) to reject or remove, without prior notice and in its sole discretion, any Hosted Data in the event Drawy is notified or discovers that the Hosted Data violates this Agreement, any applicable law or any rights of third parties or otherwise as it may deem appropriate in its full discretion.
6.6 Customer acknowledges and agrees that Customer is responsible for the creation and compilation of its Hosted Data, and that Drawy does not assume that responsibility. Drawy’s Website depicting Hosted Content does in no way indicate that Drawy approves of the Hosted Data, that the Hosted Data obeys all applicable laws, or that the Customer has complied with its contractual obligations or obligations incumbent on it under whatever law or contractual or other arrangement that may be applicable.
6.7 Customer acknowledges and agrees that Drawy may preserve or store any Hosted Data and may also disclose Hosted Data if required to do so by law or in the good faith belief that such preservation, storage or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Hosted Data violates the rights of third parties; (iv) protect the rights, property, or personal safety of Drawy, its users and the public.
7. PROTECTION OF HOSTED DATA
7.1 Drawy undertakes reasonable industry standard efforts to maintain appropriate administrative, physical, and technical safeguards to protect the Hosted Data against accidental or unlawful destruction, accidental loss, alteration, unauthorized disclosure and unauthorized access. However, Customer is fully responsible to take adequate back-up of its Hosted Data as it sees fit and Customer expressly acknowledges that it is aware and accepts that Drawy involves third party service providers for technical safeguards and that Drawy is bound by the terms and conditions (including limitations) imposed by such third party providers.
7.2 The Customer acknowledges that Drawy’s responsibility set out in clause 7.1 does not extend to any of the Customer’s data that is hosted outside the Customer Portal. Accordingly, the Customer shall bear sole responsibility for the adequate security, protection and backup of any such data.
7.3 The Customer accepts that (i) Drawy qualifies as a “hosting provider”, as defined by article 14 of the EU E-commerce Directive (2000/31/EC) (as may be amended or replaced from time to time); (ii) Drawy does not have the obligation to monitor the Hosted Data; (iii) Drawy has the right to remove at any moment and without prior warning any Hosting Data which, in Drawy’s reasonable opinion, is illegal or infringes (or is likely to infringe) upon the rights of third parties or is otherwise not in line with this Agreement or applicable law; (iv) Drawy has the right to remove at any moment and without prior warning any Hosting Data at the request of competent authorities; (v) Drawy does in no way endorse, guarantee, claim, or otherwise makes statements on the existence or validity of intellectual property rights claimed on Hosted Data.
8. INTELLECTUAL PROPERTY RIGHTS INFRINGEMENTS
8.1 Customer agrees that Drawy, without prejudice to its other rights set out in this Agreement, may suspend (in whole or in part) and/or terminate this Agreement with any Customer who infringes or appears to infringe the copyright or other intellectual property rights of others.
8.2 If any person believes that its protected materials have been subject to an intellectual property right infringement, that person can contact Drawy at firstname.lastname@example.org and provide the following information (“Notice”):
8.2.1 an electronic or physical signature of the person authorized to act on behalf of the owner of the intellectual property right;
8.2.2 a description of the protected material claimed to have been infringed;
8.2.3 a description of where the claimed infringing Hosted Data is located on the Website;
8.2.4 contact details of the claiming party;
8.2.5 a statement by the claiming party that it has a good faith belief that the disputed use is not authorized by the owner or by applicable law.
PART D – SELLING AND BUYING CREATIONS
9. GENERAL PROVISIONS
9.1 Where applicable, and always in line with the provisions as set out in this Agreement and upon payment of the Applicable Fees, Customers (acting as “buyers”) can buy Creations on the Website from Customers (acting as “sellers”) selling such Creations.
9.2 It is agreed that in the context of selling and buying Creations, the Website acts purely as a venue for sellers and buyers to list Creations for sale and to allow Customer to buy Creations. Sales are exclusively concluded between the buyer and the seller and in no capacity whatsoever Drawy intervenes in the sale of Creations safe for providing and operating the Website. Drawy has no control over and does not guarantee the existence, quality or legality of Creations advertised for sale, the legality or accuracy of sellers’ claims, the ability of sellers to sell items, the ability of buyers to pay for items, the legality and enforceability of sales concluded between sellers and buyers under their local laws, or that a buyer or seller will actually complete a transaction. Any claims in relation to the purchase must be resolved solely between the seller and the buyer.
9.3 If Drawy believes a Customer is abusing the Services in any way, Drawy may, in its sole discretion and without limiting its other rights and remedies, limit, suspend, or terminate the Customer’s account(s) and access to the Services, delay or remove Hosted Data, and take technical and/or legal steps to prevent Customer from using our Services.
9.4 Search functionalities of items listed for sale via the Website are implemented by Drawy in its sole discretion and Customers have no right to require Drawy to change existing listings or search results and Creations offered for sale may appear only after a certain amount of time via the search functionality in accordance with Drawy’s practice.
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