Software License, Terms and Conditions
Last update: 24 December 2020
Thank you for your interest in Portfoleon application.
These Software License, Terms and Conditions (“Terms”) cover your use of portfoleon.com or any subdomain sites, blogs, and applications. The following service terms and conditions (“Agreement”) hereby govern the use of Portfoleon, the Software and Services that apply to the use of Join The Dots website platform entered into between you (a Customer as defined below) and Join The Dots BV (“JTD”, “we”, “our” or “us”) and govern your access to, and use of, (i) the JTD software-as-a-service platform and related documentation, and features, as well as any fixes, updates or upgrades thereto (“Software”), (ii) related Customer provided data, and (iii) Boards (as defined below), (iv) use of portfoleon.com or any subdomain sites, blogs, and applications. The following service terms and conditions (“Agreement”) are hereby govern the use of ((i) – (iv) which shall hereinafter jointly or individually as the context may require be referred to as the “Services”).
By accepting this Agreement, accessing and/or using JTD’s Services or any part thereof, you expressly acknowledge and agree that you have understood and agree to comply with, and be legally bound by, this Agreement. You hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. If you do not agree to be bound by this Agreement please do not accept this Agreement, sign in, access or use the Services or any part thereof.
- Ability to Accept. By accessing and/or using the Software, you affirm that you are over 18 years of age.
- Order. You may order Services by completing, executing and submitting to JTD an ordering document on the JTD website, executed by you in the form provided to you by JTD (“Order”). Each Quote will set forth the type and description of the Services being ordered and the applicable fees payable for such Services. Quotes shall become binding upon their written acceptance by JTD and JTD is thereby authorized by you to charge your credit card for the associated fees as shown on the Order. In the event of a conflict between the terms of this Agreement and an Order, the terms of this Agreement shall prevail. JTD shall not be responsible for providing any service or product not described in the applicable Quote.
- Boards. The Software allows you to access results, information and reports obtained from and created in connection with the Services (“Boards”). The Boards depending on your subscription plan shall include:
Spreadsheet boards: visual representation of your portfolio data in a form of an editable customizable spreadsheet;
Timeline boards: visual representation of your portfolio data in a form of an editable customizable timeline with summary resource information;
Kanban boards: visual representation of your portfolio data in a form of an editable customizable crosstab board;
Pivot boards: visual representation of your portfolio data in a form of dynamic pivot tables that summarizes project and resource information.
- Right to Use the Software. Subject to the terms and conditions of this Agreement and payment of any applicable fees, grants you a limited, personal, revocable, non-exclusive, non-sublicensable, non-assignable and non- transferable right to access and use the Software during the term of the Order on a device which you own or control for internal business purposes, in accordance with any applicable use restriction set forth herein. Unless otherwise agreed with JTD, you must ensure that the Software is only accessed and operated by the maximum number of Software users as permitted in your Order. The license shall continue from the date of your Quote until the license is terminated in accordance with Section 21 (Term and Termination).
- Account. If you create an Account in connection with your use of the Software (“Account”), you must provide accurate and complete information about yourself. You hereby agree: (a) not to allow anyone other than yourself to access or use your Account, not to create an Account for any third party and not to use the account of any third party without their permission; (b) to provide accurate and complete Account and login information; (c) to remain solely responsible and liable for the activity that occurs in connection with your Account; (d) to keep your Account password secure; and (e) to notify JTD immediately of any breach of security or unauthorized use of your Account.
- Restricted Use. You shall not, and shall not allow any third party to: (a) copy, distribute, broadcast, rent, lease, lend, use for timesharing or service-bureau services, export, modify, adapt, translate, enhance, customize, or otherwise create derivative works of, the Software, Reports or output generated by the Software, or any part thereof; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of, the Software or any part thereof; (c) remove or distort any proprietary notices, labels or legends on or in the Services; (d) use any automated means to access or use the Services, nor circumvent or disable any security or technological features of the Services; (e) use, send, upload, post, transmit or introduce any device, code, routine or other item (including without limitation bots, viruses, worms, and Trojan horses) that interferes (or attempts to interfere) with the operation or integrity of the Software, nor any content that is unlawful, infringing, defamatory, deceptive, obscene fraudulent, harassing, pornographic, or abusive; (f) use the Services to design or develop any competing product or service that competes with the Services; (g) use the Services for any unlawful or fraudulent purpose, to breach this Agreement, or infringe or misappropriate any third party intellectual property, privacy, or publicity right; (h) take any action that imposes or may impose, as determined in JTD’s sole discretion, a disproportionately large load of incoming requests on the Software infrastructure; (i) violate or abuse password protections governing access to the Software; (j) use or direct the Services to interact with IPs or devices for which you are not expressly authorized to do so; or (k) use the Service directly or indirectly to initiate, propagate, participate, direct or attempt any attack, hack, or send bandwidth saturation, malicious or potentially damaging network messages to any device.
- You hereby warrant and represent that you will provide all appropriate notices, obtain all required informed consents, comply at all times with all applicable privacy and data protection laws and regulations (including the EU General Data Protection Regulation (“GDPR”) and the California Consumer Privacy Act (“CCPA”), for allowing JTD to use the data in accordance with this Agreement (including, without limitation, the provision of such data to JTD, the transfer of such data by JTD to its affiliates and subcontractors, including transfers outside of the European Economic Area) or the sales of privacy data to third parties.
- Ownership. The Software is licensed and not sold to you under this Agreement. You expressly acknowledge that as between you and JTD, JTD solely and exclusively owns any and all worldwide right, title and interest in and to the Software, including all worldwide intellectual property rights therein, and including any modifications thereto and any reports and data derived thereunder, regardless of whether they are developed by either party. Nothing in this Agreement constitutes a waiver of JTD’s intellectual property rights under any law.
- Feedback. If you contact JTD with any suggestions or feedback data regarding the Services, which may include suggestions for, or feedback concerning, customizations, features, improvements, modifications, corrections, enhancements, derivatives or extensions (collectively, “Feedback”), such feedback shall be deemed to be the sole property of JTD and JTD will be free to adopt such Feedback for any of its products or services, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You hereby waive any right to the Feedback, including but not limited to, any right for royalties or any other consideration, and undertake to treat the Feedback as Confidential Information (as defined below) of JTD.
- Third Party Software. You expressly acknowledge that the Software may include third party components (“Third Party Software”), including freely distributed software under a public license format (“OpenSource”) which shall be used by you solely in conjunction with the Software during the term of this Order, and shall not be used for any other purpose without the prior written consent of JTD or the applicable Third Party vendor. The Third Party Software and the OpenSource are listed in the Software Documentation, that you may access on the JTD website along with the associated OpenSource License; and also available upon request. All such Third Party Software, including any OpenSource is provided “As-Is” without any warranty of any kind, and subject to the license terms attached to such Third Party Software, the provisions of this Agreement shall apply to all such Third Party Software providers and Third Party Software as if they were JTD and the Software respectively. In the event of any inconsistencies or conflicting provisions between the Third Party Software licenses and the provisions of this Agreement, the provisions of the Third Party Software licenses shall prevail.
- Confidentiality. Each party agrees to keep confidential and to use only for purposes of performing its obligations under this Agreement, any proprietary or confidential information of the other party disclosed pursuant to this Agreement (“Confidential Information”). The obligation of confidentiality shall not apply to information which is publicly available through authorized disclosure or which is required by law, government order or request to be disclosed (provided that the receiving party shall give written notice to the other party prior to such disclosure and reasonably cooperate, at the objecting party’s expense, to take legal steps to resist or narrow such request). You acknowledge that the Services and any information in connection therewith shall be deemed as JTD’ Confidential Information. Upon any termination of this Agreement, each party shall return to the other party all Confidential Information of the other party, and all copies thereof, in the possession, custody or control of the party unless otherwise expressly provided in this Agreement.
- Payments. In consideration for the Service rendered by JTD to you, you shall pay the applicable, non-refundable subscription fees (if any) specified in the Order, at such times and for such periods as set forth therein. If not otherwise specified in the Order, all fees shall be paid annually, quarterly or monthly and shall be due and payable within thirty (30) days of the date of invoice. Late payment shall be subject to a late fee equal to 1.5% per month or, if less, the maximum amount allowed by applicable law. All amounts payable hereunder shall not be subject to any set-off or deduction.
- Warranty Disclaimer. JTD will use reasonable commercial efforts to provide the Services to provide the Services with an uptime availability of 95% based on a 24-hours a day 365 days a year minus regular maintenance. THE SERVICES ARE PROVIDED “AS IS”, AND JTD DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON INFRINGEMENT OF THIRD PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. JTD OR ANY OF ITS AFFILIATES, SUBCONTRACTORS AND AGENTS WILL NOT BE LIABLE OR RESPONSIBLE FOR: (a) ANY TECHNICAL PROBLEMS OF THE INTERNET (INCLUDING WITHOUT LIMITATION SLOW INTERNET CONNECTIONS OR OUTAGES); AND/OR (b) ANY ISSUE THAT IS ATTRIBUTABLE TO YOUR HARDWARE OR SOFTWARE OR YOUR INTERNET OR DATA SERVICES. JTD DOES NOT OFFER A WARRANTY OR MAKE ANY REPRESENTATION REGARDING ANY CONTENT OR INFORMATION AVAILABLE THROUGH THE SERVICES, INCLUDING WITHOUT LIMITATION THE REPORTS. YOUR USE OF AND RELIANCE UPON THE SERVICES IS ENTIRELY AT YOUR SOLE DISCRETION AND RISK, AND JTD, ITS AFFILIATES, SUBCONTRACTORS AND/OR AGENTS SHALL HAVE NO RESPONSIBILITY OR LIABILITY WHATSOEVER TO YOU OR TO ANY THIRD PARTY IN CONNECTION WITH ANY OF THE FOREGOING.
- Limitation of Liability. IN NO EVENT WILL JTD, ITS AFFILIATES, SUBCONTRACTORS AND/OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF USE, DATA, GOODWILL, BUSINESS, PROFITS, USE OF MONEY, INTERRUPTION IN USE OR AVAILABILITY OF DATA, FINES OR OTHER PENALTIES FOR NONCOMPLIANCE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, CONFIDENTIAL INFORMATION, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT JTD (AND ITS LICENSORS) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ADDITION, JTD’ TOTAL CUMULATIVE LIABILITY FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT WILL BE LIMITED TO AND WILL NOT EXCEED THE FEES PAID TO US BY YOU DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR FIFTY ($50) US DOLLARS, WHICHEVER IS GREATER.
- Indemnification. You agree to defend, indemnify and hold harmless JTD, its affiliates, and its respective officers, directors, employees and agents, and subcontractors from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including but not limited to attorney's fees) arising from: (i) your use of, or inability to use, the Services; (ii) your violation of this Agreement; and (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right (for example, any claim that Security Data and/or Personal Data infringes or violates the rights of any third party). Without derogating from or excusing your obligations under this Section, JTD reserves the right (at your expense), but is not under any obligation, to assume the exclusive defense and control of any matter which is subject to an indemnification by you if you choose not to defend or settle it. You agree not to settle any matter subject to an indemnification by you without first obtaining JTD’ express written approval.
- Modification to Software. JTD reserves the right, at any time, to: (i) discontinue, change, update or modify the Software or any aspect or feature thereof; (ii) reduce or otherwise modify the storage capacity of the Software; and (iii) remove or limit your access to any aspect or feature of the Software.
Term and Termination
- This Agreement is effective based upon the annual, quarterly or monthly subscription until terminated in accordance with this Section or until the end of the subscription term as set out in the applicable Order.
- The license granted hereunder shall terminate immediately upon: (i) termination of this Agreement in accordance with Section 17.1; or (ii) written notice from JTD to you in the event of your use of the Services for purposes other than the purposes permitted under this Agreement by you and/or any other failure by you to comply with any provision of this Agreement.
- Upon termination of this Agreement, you shall cease all access to and use of the Software and Services. This Section 17.3 and Sections 6 (“Restricted Use”), 8 (“Proprietary Rights”), 10 (“Confidentiality”), 11 (“Privacy and Anonymous Information”), 13 (“Warranty Disclaimer”), 14 (“Limitation of Liability”), 15 (“Indemnification”), and 18 (“Assignment”) to 21 (“General”) shall survive termination of this Agreement.
- Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you but may be assigned by JTD without restriction or notification.
- TM & Logo Usage. You agree that JTD, in our sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Service. You further agree that we may use your email address that you provide to us during the registration process to contact you.
- Modification of Agreement. JTD reserves the right to modify this Agreement at any time by publishing the revised Agreement in the Software. Such change will be effective ten (10) days following the foregoing notification thereof, and your continued use of the Services or any part thereof thereafter means that you accept those changes.
- Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Belgium, shall have jurisdiction over any dispute arising from this Agreement.
- General. If any provision, or part thereof, of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such reform shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under all circumstances. This Agreement, and any other legal notices published by us in connection with the Services, shall constitute the entire agreement between you and JTD concerning the Services. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision. YOU AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.