Terms of Agreement

GENERAL PROVISIONS FOR THE USE OF THE OP3 INFRASTURE FOR THE PROCESSING OF SHOTCODE MESSAGES (CUSTOMER LICENCE)

ARTICLE - Definitions

The following terms starting with a capital letter will have the following meaning:

Agreement	the individual agreement between OP3 and Customer for the use of the OP3, software, ShotCodes, and infrastructure according to this General Provisions;
Customer	the person or entity who enters into an Agreement with OP3;
Customer message	the message sent by the OP3 Server to the Designated Server containing the Customer ID and ShotCode instruction;
Designated Server	the server designated by Customer to be forwarded Customer messages;
End User	a consumer using the Software on a cell phone;
OP3	OP3 B.V., a limited liability company incorporated under the laws of the Netherlands who has its registered office and place of business in Amsterdam, at 53-(II) Overtoom, (1054 HB), The Netherlands;
OP3 Server	the server(s) controlled by OP3 which translates a ShotCode message to a Company message;
Party	OP3 or Customer;
User ID	a unique identifier associated with the User information generated by the OP3 Server;
Service	The service to provide ShotCodes (mobile scanning barcodes) concluded by OP3 and pursuant to this Agreement;
ShotCode	a camera readable code which translates to a predetermined number;
ShotCode instruction	the instruction associated with a ShotCode as determined by the OP3 Server according to Appendix A (list of ShotCodes and websites);
ShotCode message	a message generated by the Software to be sent to the OP3 Server containing the ShotCode and User Information;
Software	the OP3 software which generates a Shot code message after a camera shot of a Shot code;
General Provisions	this general provisions;
User information	the mobile phone number and IMEI number associated with a mobile phone of an End User.

ARTICLE – Use of OP3 server

From the moment an Agreement comes into force until its termination the OP3 server will send a Customer message to the Designated Server for every ShotCode message containing a ShotCode associated with that Customer.

ARTICLE – Duration

* Customer signs up for an Account for the Intial Term of one month.
* Without cancellation, the Account will be tacitly renewed under the same conditions by a one month period.

ARTICLE - Customer information

OP3 is not obliged to supply any User information to Customer.

ARTICLE – Cancellation

* Customer is solely responsible for properly cancelling his account. The Account can be cancelled at any time by Customer by clicking the ‘cancel account’ button in the account settings. A fax, phone call or email is not considered cancellation. After Customer has cancelled the Account, Customer’s ShotCodes are deleted and cannot be recovered.
* The Agreement can be cancelled with a notice period of 1 week.

ARTICLE - Price and payment

* All prices are in Euros and are exclusive of VAT and other duties or levies.
* OP3 shall be entitled to adjust the applicable prices and rates by providing a written notice or message on the invoice one month in advance;
* OP3 shall not be liable to any third party for any price change or modification, suspension or discontinuance of the Service.

ARTICLE – Upgrading

* Customer's creditcard will be billed upon the date of the upgrade.

ARTICLE – Suspension

* If Customer does no fulfil its obligations arising from an Agreement OP3 is allowed to suspend its obligations without a prior notice to Customer. During that time OP3 is under no obligation to process or store ShotCode messages as laid down in Article Use of OP3 server;
* OP3 has, to its sole discretion, the right to suspend or terminate an Account and refuse the Customer any and all current or future use of the Service, for any reason at any time. Such termination of the Service will result in the deactivation or deletion of Customer’s Account, the access to it, and the forfeiture and relinquishment of all Content in the Account. OP3 reserves the right to refuse service to anyone for any reason at any time.

ARTICLE - Limitation of Liability

OP3 will not be liable for damages suffered by Customer resulting from the use of the OP3 Service, including, but not limited to the damages. Customer is ordered to pay because of the infringement on the rights of a third party, such as copy- and patent rights resulting from the use of the Service. OP3, its affiliates and the OP3 staff will have no liability in connection with or arising out of the use of the OP3 infrastructure by Customer and or use of the Software by third parties.

ARTICLE - Indemnification

Customer shall indemnify and hold harmless OP3 for claims of a third party that OP3 acts unlawfully vis-à-vis that party because of making possible, assistance or contribution to a violation by Customer of their rights, including but not limited to intellectual property rights, such as copy- and patent rights resulting from the use of that service.

ARTICLE - Confidential information and privacy

Each Party undertakes that it will not use, divulge or communicate to any person, except to its professional representatives or advisers or as may be required by law or any legal or regulatory authority, any confidential information, including without limitation, all technical and business information or financial information of the other Party, or information, marked as “Confidential”, received by one Party to the Agreement (hereinafter referred to as “Receiver”) from the other Party to the Agreement (hereinafter referred to as the “Disclosing Party”) pursuant to or in connection with the performance of the Agreement or which may have or may in the future come to its knowledge ("Confidential Information"). Each of the Parties shall use its reasonable endeavors to prevent the publication or disclosure of any Confidential Information concerning such matter.
The obligation as set above shall not apply to Confidential Information which:

* Is or becomes publicly available by other than unauthorized disclosure;
* Was provably known and in record at the Receiver prior to disclosure by the Disclosing Party;
* Is completely independently developed by the Receiver and prior to any such disclosure by the Disclosing Party, as evidenced by written records prepared prior to the Commencement Date of the Agreement;
* Is ascertainable from a commercially available product; or
* Is disclosed pursuant to administrative or judicial action, provided that the Receiver shall use its best efforts to maintain the confidentiality of the Confidential Information and shall, immediately after gaining knowledge or receiving notice of such action, notify the Disclosing Party thereof and give the Disclosing Party the opportunity to seek any legal remedies so as to maintain such Confidential Information in confidence.

Customer shall indemnify OP3 against claims by persons whose personal data has been recorded or processed in connection with a register of persons maintained by Customer or for which Customer is responsible under law or otherwise, unless Customer proves that the facts underlying the claim are solely imputable to OP3.

ARTICLE - Miscellaneous

* Any notice in connection with this General Provisions or an Agreement to Customer shall be sufficiently given when delivered in writing or to the e-mail address supplied by the Customer.
Customer is not allowed to sell, transfer, assign or subcontract any right or obligation arising from an Agreement without the prior written consent of OP3 .
* This General Provisions and an Agreement do not create any obligation, express or implied, on behalf of OP3, or to represent OP3 as agent, employee, or in any other capacity, except as specifically provided herein.
* If any provision in the Agreement or this General Terms is void or avoided for whatever reason, the remaining provisions shall remain in full force and effect. The Parties shall consult each other in order to replace the void or avoided provision and shall agree on a new provision, which approximates the aim and purport of the void or avoided provision as closely as possible.The headings of the articles in this General Provisions are used for convenience only and shall not affect the meaning or interpretation of the content thereof.
* OP3 may unilaterally change the General Provisions which becomes effective one week after the notification to Customer.

ARTICLE - Applicable law and choice of forum

These General Provisions and the Agreement are constructed with and governed by the laws of The Netherlands without regard to any conflict of laws provisions. All disputes, which may arise outside or in connection with an Agreement shall be submitted to the exclusive jurisdiction of competent court in Amsterdam, the Netherlands.