License Terms of the izi.TRAVEL API
24 February 2016
IZITEQ BV a company organized and existing in The Netherlands is the "Licensor"
The user of the izi.TRAVEL Api is the "Licensee"
The API and SDK Licence Agreement (the "Agreement") between Licensee and Licensor is effective as of the date of registration by Licensor (the "Effective Date"). If Licensor is registering into this Agreement on behalf of a company or other entity, Licensor represent and warrant that Licensor have authority to bind such company or other entity to this Agreement.
Izi.TRAVEL is the owner of an online content management system ("CMS") on its website izi.TRAVEL (the "izi.TRAVEL Website") through which registered persons or entities (the "Content Provider" or "Content Providers") can upload certain content, including – but not limited to – mobile travel guides containing information on museums and/or outdoor objects or places of interest, provided in the form of text, photos, video’s and audio materials and any other form (the "Content").
izi.TRAVEL collects all Content and stores the Content in a database (the "izi.TRAVEL Database").
Subject to the terms and conditions included in the License Terms for Content Providers, the Content Providers have granted a license to izi.TRAVEL to give access to third parties to their Content included in the izi.TRAVEL Database.
In order for third parties to be able to interact with the Database for purposes of application building, izi.TRAVEL developed an application programming interface ("izi.TRAVEL API") and accompanying or related documentation, source code, executable applications and other tool and materials (the "izi.TRAVEL SDK"), for IOS, Windows, Android in various program languages (together the "izi.TRAVEL API and SDK"), as modified from time to time.
This Agreement sets out the terms and conditions upon which izi.TRAVEL agrees to grant Licensor a license to use (i) the izi.TRAVEL API and SDK for purposes of interacting with the izi.TRAVEL Database for application development and (ii) the Content, as further described in clauses 8a and 8b.
This Agreement also governs Licensor use, and restrictions on such use, of izi.TRAVEL’s name, trademarks, service marks, logos, and other branding made available for use in connection with the use of the the izi.TRAVEL API and SDK, as further described in clause 8c (the "izi.TRAVEL Marks").
Subject to the terms and conditions of this Agreement and for the duration of this Agreement, izi.TRAVEL hereby grants Licensor:
- a. a non-exclusive, worldwide, revocable, non-sub licensable, non-transferable, free of charge license to use the izi.TRAVEL API and SDK (the "API and SDK License") to develop, implement and distribute software applications, services or products (the "Products");
- a non-exclusive, worldwide, revocable, sub licensable, transferable, free of charge license to:
- use and reformat the Content for purposes of developing, producing and enhancing Licensor Products;
- use the Content in Licensor Products; and/or
- sublicense, deliver and/or distribute the Content with and/or as part of Licensor Products to other parties for their use and/or further distribution and/or to end users (together the "Content License");
- a non-exclusive, worldwide, revocable, non-sub licensable, non-transferable, free of charge license to use the izi.TRAVEL Marks to identify that Licensor Products originate from izi.TRAVEL (as further described in clause 19.b) (the "Marks License").
The API and SDK License, the Content License and the Marks License are hereinafter jointly referred to as the "Licensed Materials".
The izi.TRAVEL API and SDK may be freely viewed by other parties. The izi.TRAVEL API and SDK may, however, only be used by other parties who (i) have been registered on the izi.TRAVEL Website (or sign bilateral agreement with izi.TRAVEL) as application developer, (ii) been granted the API and SDK Key (as described hereinafter), and (iii) been granted the right to use the Licensed Materials subject to the terms and conditions of this Agreement.
In order to use the Licensed Materials Licensor need to acquire the appropriate izi.TRAVEL API and SDK credentials ("API and SDK Key"). Licensor will receive the API and SKD Key upon creation of an account by following the registration process on the izi.TRAVEL Website (or manually from izi.TRAVEL).Licensor may not share Licensor API and SDK Key and Licensor will need to keep Licensor API and SDK Key secure.
Licensor guarantee that all information provided by Licensor is up-to-date, correct and complete. If Licensor (personal) data is at any point no longer up-to-date, correct or complete, Licensor must adjust or add the data required. Licensor are not allowed to create an account in someone else’s name.
If Licensor are an individual under the age of 18, Licensor must have Licensor parent(s)’ or legal guardian(s)’ permission to create an account and use the Licensed Materials.
If Licensor register an account and use the Licensed Materials on behalf of another individual, a company or other kind of business undertaking, Licensor represent that Licensor have the legal authority to bind that individual, company or other kind of business undertaking to this Agreement.
During the registration, Licensor must supply a name and password ("Login Details"). Licensor are responsible for maintaining secrecy with regard to the Login Details for Licensor account. As soon as Licensor know or have reason to suspect that Licensor Login Details have come into the hands of unauthorized persons, Licensor must inform izi.TRAVEL of this without delay by sending an email to firstname.lastname@example.org, without prejudice to Licensor own obligation to immediately take effective action, such as modifying Licensor Login Details.
IZITEQ may use the contact information provided by Licensor in the registration process to send e-mails concerning the Licensed Materials.
Licensor accept and acknowledge that Licensor are at all times responsible and liable for the use of the Licensed Materials by third parties via Licensor account. Licensor agree to indemnify izi.TRAVEL against any and all damage and costs arising from and/or related to the access to or the use of the Licensed Materials by third parties via Licensor account.
PAYMENT, STATISTICS, MARKETING AND SUPPORT
The use of the Licensed Materials in accordance with this Agreement is free of charge. izi.TRAVEL currently does not intend to introduce any fees for the use of the Licensed Materials.
However, in exchange for the use of the Licensed Materials under this Agreement:
- izi.TRAVEL will be entitled to review and use the statistical information on the use of the Content through Licensor Products as acquired by it through the izi.TRAVEL API and SDK; and
- Licensor shall in a prominent location in all Licensor Products using the izi.TRAVEL API and SDK include the text "Powered by izi.TRAVEL".
In order to be able to comply with sub (a) of the previous article, Licensor shall procure that all Licensor Products properly and accurately use all reporting functionalities that are made available through the izi.TRAVEL API and SDK.
izi.TRAVEL will provide Licensor with 1 hour per month of basic support in respect of the use of the izi.TRAVEL API and SDK (free of charge). Any support or services requested exceeding 10 hours per month or any form of tailored supporting services shall be subject to a fee, to be agreed upon between the parties in a separate agreement. izi.TRAVEL shall not be obliged to provide Licensor any more or other support than described above. Licensor are solely responsible for providing all support and technical assistance to end users of Licensor Products.
OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
For the purpose of this Agreement "Intellectual Property Rights" means all intellectual property rights and related rights such as copyrights, trademark rights, patent rights, design rights, trade name rights, moral rights, database rights, neighbouring rights, as well as rights to software, know-how, logos, domain names, service marks, inventions and sui generis intellectual property rights and all similar rights in any part of the world, including any registration of such rights and applications and rights to apply for such registration.
Licensor acknowledge and agree that all Intellectual Property Rights in respect of the Licensed Materials and the izi.TRAVEL Website are exclusively held by izi.TRAVEL and/or its licensors.
Licensor agree not to act in any manner inconsistent with such ownership. Licensor agree that Licensor will not challenge izi.TRAVEL’s Intellectual Property Rights in respect of the Licensed Materials and/or the izi.TRAVEL Website, challenge the validity of the licenses granted under this Agreement, or otherwise copy or exploit the Licensed Materials except as expressly authorized under this Agreement. Should Licensor in any way, by operation of law or otherwise, acquire any rights to the Licensed Materials, other than the ones granted to Licensor under this Agreement, Licensor shall, at no expense to izi.TRAVEL, promptly effectuate an assignment of such rights to izi.TRAVEL for EUR 1.
izi.TRAVEL agrees that it acquires no right, title or interest from Licensor (or Licensor licensors) under this Agreement in or to any Product that Licensor develop using the izi.TRAVEL API and SDK, including any intellectual property rights that subsist in those applications.
OBLIGATIONS AND RESTRICTIONS
Licensor shall use the izi.TRAVEL API and SDK and write applications only for purposes that are permitted by (i) this Agreement and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the Netherlands or other relevant countries).
Licensor shall not engage in any activity with the Licensed Materials, including the development, operation or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to izi.TRAVEL.
Licensor agree that Licensor are solely responsible for (and that izi.TRAVEL has no responsibility to Licensor or to any third party for) any data, content, or resources that Licensor create, transmit or display through the izi.TRAVEL API and SDK and/or Products which use the izi.TRAVEL API and SDK, and for the consequences of Licensor actions (including any loss or damage which izi.TRAVEL may suffer) by doing so.
Licensor shall not remove or insert or add any advertisements or other sponsored materials in the Content displayed through Licensor Product without the prior written consent of izi.TRAVEL.
Licensor are not permitted to use the Licensed Materials in any manner that does or could potentially undermine the security of the Licensed Materials. In addition, Licensor shall not, and shall not attempt to, (i) interfere with, modify or disable any features, functionality or security controls of the izi.TRAVEL API and SDK, the izi.TRAVEL Database and/or the izi.TRAVEL Website, including without limitation any mechanisms used to restrict or control the izi.TRAVEL API and SDK, the izi.TRAVEL Database and/or the izi.TRAVEL Website such as anti-circumvention measures (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the izi.TRAVEL API and SDK, the izi.TRAVEL Database and/or the izi.TRAVEL Website, (iii) translate, back engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the izi.TRAVEL API and SDK, the izi.TRAVEL Database and/or the izi.TRAVEL Website, or (iv) remove or modify any proprietary notices, attribution or marks from or delivered as part of the Licensed Materials.
Licensor will immediately report to izi.TRAVEL any security flaws Licensor discover in the izi.TRAVEL API and SDK. izi.TRAVEL reserves the right, in its sole discretion, to determine what constitutes a security flaw.
Licensor shall not use the Licensed Materials and shall not create any Products for the purpose of "spamming." izi.TRAVEL reserves the right, in its sole discretion, to determine what actions constitute "spamming".
Licensor shall not, under any circumstances include in or use the izi.TRAVEL Marks, or any marks that are confusingly similar to or derivative of the izi.TRAVEL Marks, as part of Licensor trade name (registered or otherwise), logos, or other identifiers, or as part of any domain names, logos, or other identifiers of Licensor Products, or in a manner that creates or may create a sense of endorsement, sponsorship, or association with izi.TRAVEL, unless expressly permitted in advance by izi.TRAVEL. All use of the izi.TRAVEL Marks, and any goodwill arising out of such use, shall inure to the benefit of izi.TRAVEL. Licensor may freely state and disclose that Licensor are using the izi.TRAVEL API and SDK as long as Licensor adhere to all restrictions on the use of the izi.TRAVEL Marks stated in this Agreement.
The izi.TRAVEL API and SDK is built with certain software tools from third parties for the use of which izi.TRAVEL has acquired the required licenses ("Third Party Licenses"). Licensor shall take notice of all Third Party Licenses and ensure that Licensor Product complies therewith.
izi.TRAVEL reserves the right to monitor Licensor use of the Licensed Materials for any reason or no reason, including to ensure Licensor compliance with the terms and conditions of this Agreement.
Licensor shall be solely responsible for the conduct of the end users of Licensor Product(s) and any act or omission of such end user in breach of this Agreement shall be deemed to be Licensor act or omission.
Licensor shall not make any modifications to the izi.TRAVEL API and SDK in any way.
LICENSOR USE OF THE CONTENT
If Licensor use the izi.TRAVEL API and SDK to retrieve data from the izi.TRAVEL Database Licensor acknowledge that the data may be protected by intellectual property rights which are owned by izi.TRAVEL or the Content Providers who provided such Content (or by other persons or companies on their behalf).
Licensor use of the Content is Licensor sole responsibility. Izi.TRAVEL is not responsible or liable whatsoever in any manner for any Content posted on or available through the izi.TRAVEL API and SDK.
Unless Licensor are legally permitted to do so, Licensor shall not make any modifications to any Content, other than to modify the formatting of such Content in order to display it in a manner appropriate for Licensor Products.
Licensor agree to maintain proper attribution for all pieces of Content to the source of the Content, if such source was provided in the Content License (the "Source"). At no time will Licensor falsely attribute Content. For the sake of clarity, this means that Licensor Product(s) shall not display any Content without attribution to the Source (if available), as delivered in the Content License. In addition, Licensor and Licensor Product(s) shall not modify or remove any proprietary notices, attribution or marks from the Content.
In the event that Licensor have made changes to the Content, of any kind, Licensor hereby waive any and all rights and claims against izi.TRAVEL in respect of any claims of third parties, including Content Providers, that the Content used in Licensor Products is infringing their Intellectual Property Rights. ("Content Infringement Claims"). Furthermore, Licensor agree to indemnify, defend and hold harmless izi.TRAVEL, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all such Content Infringement Claims.
If a Content Provider removes any or all of the Content through the CMS, such removal will automatically result in the removal of such Content from the izi.TRAVEL Database. In such event Licensor shall procure as soon as reasonably possible the removal of such Content from Licensor Products.
If Licensor Product allows content providers to upload and post content: (i) Licensor Product will promptly transmit such content to the izi.TRAVEL Database; (ii) Licensor Product will acquire the required licenses and permissions to include such content in Licensor Product and to transmit such content to the izi.TRAVEL Database, (iii) Licensor use of the content must adhere to the restrictions set forth in the Section titled " Obligations and Restrictions ", (iv) Licensor shall be solely responsible for the accuracy, legality and quality of all such content, and (v) the License Terms will apply to Licensor and Licensor shall observe the License Terms as if Licensor were a Content Provider of izi.TRAVEL.
Under no circumstances will Licensor or Licensor Product store or cache Content for longer than three (3) days; after three (3) days, Licensor and/or Licensor Product will re-request any such Content.
Licensor acknowledge and agree that a Content Provider may explicitly request that (certain parts of) its Content shall not be displayed in one or more products, including Licensor Products. izi.TRAVEL respects such requests and Licensor shall do the same.
The use of the Licensed Materials does not allow Licensor to sell any of the Content to any other party, unless it concerns Paid Content. "Paid Content" means any Content for which the Content Provider requests a payment from the end user for the use of such Content. If Paid Content is sold to an end user, the proceeds thereof shall be split as follows (all excluding VAT):
- the respective application market (such as App Store, Windows Phone Store and Google Play) will receive 30%;
- Licensor will receive 10%;
- IZITEQ will receive 10%; and
- the Content Provider will receive 50%.
Licensor shall not distribute any Paid Content for free through Licensor Products.
In the event Paid Content is sold to end users, the respective application market will pay 70% of the proceeds to Licensor. Licensor may retain Licensor 10% share and shall consequently within 5 business days pay the remaining 60% of the proceeds to izi.TRAVEL. izi.TRAVEL may retain its share of 10% and consequently forward the remaining 50% of the proceeds to the relevant Content Provider. Non-compliance with this clause will automatically lead to termination of this Agreement.
izi.TRAVEL attaches a lot of importance to the protection of personal data, as defined in article 2(a) of Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data, or a future European regulation which is intended to replace this directive ("Personal Data").
Regardless of whether a different law applies, Licensor agree that Licensor will also ensure that the processing by Licensor of Personal Data collected via Licensor Products or obtained via the izi.TRAVEL API and SDK also complies with the requirements contained in European Data Protection Directive 95/46/EC and the e-Privacy Directive 2002/58/EC as amended.
Licensor agree that Licensor will as soon as possible notify izi.TRAVEL of the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data Licensor collected via Licensor Products or obtained via the izi.TRAVEL API and SDK. Licensor agree that Licensor will co-operate in good faith with izi.TRAVEL regarding any notification of such an event towards relevant governmental bodies and data subjects.
For the purpose of this Agreement "Confidential Information" means any information relating to izi.TRAVEL, its customers, business, organization, the izi.TRAVEL Database, certain data structures and any other secret information disclosed in circumstances which a reasonable person would consider to be confidential, whether the information is oral, visual or in written form or is recorded in any medium.
Licensor understand that the information Licensor obtain through the performance of this Agreement and the support services provided by izi.TRAVEL hereunder, may include Confidential Information. Licensor shall not disclose any Confidential Information unless approved in writing by izi.TRAVEL in advance. Upon izi.TRAVEL’s request, Licensor shall return to izi.TRAVEL, or at izi.TRAVEL’s request and further instructions, destroy, the Confidential Information acquired by Licensor in respect of this Agreement.
Confidential Information will not include information that (i) is generally and legitimately available to the public not through Licensor fault or breach, (ii) is generally made available to the public by izi.TRAVEL, (iii) is independently developed by Licensor without the use of any Confidential Information and this can, to izi.TRAVEL’s discretion, be sufficiently evidenced by Licensor, (iv) was rightfully obtained by Licensor from a third party who had the right without limitation to transfer or disclose it to Licensor.
Licensor acknowledge and agree that the Licensed Materials are provided to Licensor "as is" each time Licensor make use thereof and izi.TRAVEL makes no representations or warranties of any kind, including but not limited to warranties of title, merchantability, fitness for a particular purpose or non-infringement.
izi.TRAVEL is in no way whatsoever liable to Licensor for any damage or costs arising out of or resulting from (parts of) the izi.TRAVEL Database being (temporarily) unavailable or for failures or outages of the izi.TRAVEL API and SDK. izi.TRAVEL will, however, do its best to avoid any situation of non-availability of the izi.TRAVEL Database.
izi.TRAVEL is never liable for damage or costs in case the izi.TRAVEL API and SDK do not meet all of Licensor requirements or in case the use of the izi.TRAVEL API and SDK by Licensor is not uninterrupted, error-free, virus-free or secure.
izi.TRAVEL is never liable for damage or costs on account of transmission errors, malfunctions or non-availability of computer, data or telecom facilities, including the internet.
izi.TRAVEL may at all times (i) make functional, procedural or technical changes or improvements to the izi.TRAVEL API and SDK, and/or (ii) (temporarily or permanently) take out (part of) the izi.TRAVEL API and SDK for whatever reason, without becoming liable to Licensor. In such case izi.TRAVEL will notify Licensor 30 days in advance.
LIMITATION OF LIABILITY
izi.TRAVEL accepts no liability for damage that result from the provision of the Licensed Materials, an unlawful act, or any other cause, to the extent permitted under mandatory law.
When izi.TRAVEL is nevertheless liable to Licensor for any damage arising from any cause whatsoever, this liability will at all times be limited to the direct damage up to an absolute maximum of EUR 1,000 per event (a sequence of events will be regarded as one event).
Direct damage is understood to mean exclusively:
- damage to property;
- reasonable costs incurred to prevent or limit the direct damage which could reasonably be expected to result from the event on which is the liability is based;
- reasonable costs incurred to determine the direct damage and liability.
Any liability of izi.TRAVEL for damage other than direct damage ("indirect damage"), including – but not limited to – consequential damage, loss and/or damage of data, loss of profits, loss of goodwill, loss of customers, loss of reputation, and lost sales, is excluded.
The limitations and exclusions of liability mentioned in the preceding paragraphs of this article shall not apply if and in so far as the damage is the result of intentional or willful recklessness on the part of izi.TRAVEL.
The existence of any right to compensation is always conditional on Licensor reporting the damage to izi.TRAVEL in writing a soon as possible after Licensor have become aware of the damage. Any claim for compensation vis-à-vis izi.TRAVEL will lapse simply by the expiry of twelve months after the damage first arose.
LICENSOR WARRANTIES AND INDEMNITIES
Licensor warrant and guarantee that:
- Licensor have the full legal power and authority to enter into this Agreement, and the performance of Licensor obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party arising therefrom;
- Licensor use of the izi.TRAVEL API and SDK is in compliance with all applicable laws and regulations of the jurisdiction where Licensor are established.
- Licensor will maintain during the term of this Agreement all required rights and licenses related to Licensor Products to the extent they interact with the izi.TRAVEL Database and such Products shall not infringe or otherwise violate any third party rights, including but not limited to third party intellectual property rights;
- Licensor will not make or enter into any agreement with any third party which would cause a breach or a default under this Agreement;
- Licensor use of the Content does not infringes any Intellectual Property Rights of the respective Content Provider(s) or any other third parties;
- Licensor will not sell any Content to any third party (including end users) other than Paid Content;
Licensor hereby agree to indemnify and defend and hold harmless izi.TRAVEL, its successors, assigns, affiliates, agents, directors, officers, employees and shareholders from and against any and all claims, actions, proceedings, damages, obligations, losses, expenses and costs, including reasonable attorneys’ fees and other litigation expenses, resulting from (i) Licensor use of the Licensed Materials, including but not limited to other than as expressly allowed by this Agreement, (ii) any violation by Licensor of this Agreement or any other agreement between Licensor and izi.TRAVEL, (iii) any of Licensor Products; (iv) any unlawful act performed by Licensor. izi.TRAVEL will provide Licensor with a written notice of any such claim, action, proceedings, damage, obligation, loss, expenses and/or costs. Licensor shall cooperate as fully as reasonably required in the defense of any claim. izi.TRAVEL reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by Licensor.
This Agreement will continue to apply until terminated by either Licensor or izi.TRAVEL as set out below.
Both izi.TRAVEL and Licensor may terminate this Agreement at any time, with or without cause, taking into account a notice period of 30 days. Upon the notice of termination being given, the parties shall discuss with each other the termination and the reasons for terminating.
izi.TRAVEL is entitled to terminate this Agreement with Licensor with immediate effect if: (i) Licensor violate any provision of this Agreement, (ii) izi.TRAVEL is to so required by law, (iii) izi.TRAVEL decides no longer to provide the Licensed Materials to users in the country in which Licensor are resident, or (iv) the provision of the Licensed Materials is, in the sole opinion of izi.TRAVEL, no longer commercially viable.
Any termination of this Agreement shall also automatically terminate the licenses granted hereunder.
Upon termination of this Agreement, for whatever reason Licensor shall deregister Licensor account from the izi.TRAVEL Website and stop using, and either return to izi.TRAVEL, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of the Licensed Materials, and shall certify to izi.TRAVEL, in the manner as requested by izi.TRAVEL, that such actions have occurred.
After termination of this Agreement the Sections titled "Licensor warranties and Indemnities" and " Limitation of Liability " shall continue to be in effect.
If Licensor have suggestions for improvement of the izi.TRAVEL API and SDK, or other form of feedback or comments, please contact us at email@example.com. Licensor agree that izi.TRAVEL shall be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license, sublicense, incorporate, and otherwise use Licensor feedback, including all derivative works thereto, for any and all purposes, commercial or otherwise, with no obligation of any kind to Licensor. All intellectual property rights in respect of the feedback and derivative works thereto, shall accrue to izi.TRAVEL and Licensor hereby waive any and all rights – whether or not related to intellectual property – in respect thereof.
AMENDMENTS / MODIFICATIONS
izi.TRAVEL is at all times authorised to amend or supplement this Agreement. The most up-to-date Agreement can always be found on the izi.TRAVEL Website. The amended or supplemented Agreement will be brought to Licensor attention during Licensor use of the Licensed Materials. If Licensor continue to use the Licensed Materials after this Agreement has been amended or supplemented, by such action Licensor irrevocably accept the amended or supplemented Agreement. If Licensor do not agree with the amended or supplemented Agreement, Licensor only option is to cease using the Licensed Materials.
izi.TRAVEL may furthermore at all times modify the izi.TRAVEL API and SDK ("Modification"). Licensor will be notified about all Modifications with a 30 days notice period and Licensor will be provided with the relevant information concerning the Modification and the possible consequences in relation to Licensor Products. Should a Modification not be backwards compatible and/or have an adverse effect on Licensor Products, including but not limited regarding the manner in which Licensor Products communicate with the izi.TRAVEL Database and how the Content is displayed in Licensor Products, Licensor may contact izi.TRAVEL immediately by sending an email to firstname.lastname@example.org. izi.TRAVEL will attempt to resolve any issues Licensor may have following the Modifications.
This Agreement constitutes the entire agreement between the parties regarding the licenses granted to Licensor for use of the Licensed Materials. This Agreement replaces all earlier agreements, oral or written, related to the subject of this Agreement. Evidence to the contrary is hereby excluded. This is an agreement as to burden of proof.
This Agreement may not be assigned or transferred, in whole or in part, by Licensor to any other party without the prior written consent of izi.TRAVEL. izi.TRAVEL may assign or transfer this Agreement in whole or in part to any other party at any time without Licensor prior written consent being required. Licensor hereby agree in advance to such assignment or transfer.
If at any time any provision of this Agreement is or becomes illegal, void or invalid for any reason whatsoever, such invalidity shall not affect the validity of the remainder of the Agreement and such invalid provision shall be replaced by such other provision which, being valid in all respects, shall have an effect as close as possible to that of the replaced provision.
Any notice or other communication under or in connection with this Agreement shall be in writing and may be sent (a) by courier or by registered mail to the other Party, or (b) by e-mail (with a confirmation of receipt request), and shall be effective when received, and in any event no later than (i) when sent by courier service or registered mail 3 (three) days after dispatch and (ii) when sent by e-mail upon receipt by the sender of a confirmation of receipt from the addressee.
The Agreement and the use of the Licensed Materials are subject to Dutch law. The applicability of the Vienna Sales Convention 1980 is expressly excluded.
To the extent that national or international rules of law do not prescribe mandatory conditions to the contrary, any and all disputes arising from or related to this Agreement shall be brought before the competent court in Amsterdam.