Lean Library
Terms and Conditions

These terms and conditions (“Terms and Conditions”) are a legal agreement between the person or entity who is licensing to use the Lean Library services (“you”, “Licensee”) and LibraryLink B.V. (“Lean Library”, “Licensor”, or “we”).

These Terms and Conditions govern the agreement between us (“Agreement”) including our respective rights and obligations with respect to your access and use as well as the support of each service offered to you (the “Service”) and the associated electronic documentation (collectively, the “Materials”). In case of conflict between a provision of the Agreement and these Terms and Conditions, the provision in the Agreement prevails. The Licensee’s terms and conditions do not apply unless these are explicitly accepted by Licensor in writing.

1. License Grant

a) License Scope. Subject to the provisions of the Agreement, these Terms and Conditions and Licensee’s payment of the Fees, Licensor grants to Licensee a non-exclusive, non-transferable, conditional, revocable, limited right to remotely access and use the Service and use the Materials for the purposes indicated hereafter (“License”).

The purposes for which the Licensee is allowed to use the Services are:

(i) access via the Licensee’s local area network system of connected computers, the range of IP addresses or the referring URL, which is agreed between Licensor and Licensee (“Network”) the Licensor’s server, or (as the case may be) any service provided by an agent on its behalf, for the purpose of accessing the Services, for research, teaching, and private study purposes by means of workstations connected to the Network;

(ii) make the Service accessible via the Network in sub-license to authorized users who are registered with or permitted access by the Licensee (the “Users”) for their research, teaching, and private study purposes;

(iii) permit Users to print and/or download individual articles and other individual items from searches of the Licensed Services for research, teaching and private study purposes;

(iv) permit Users to download and use the Licensor’s designated software (browser extension) for the scope of use set out above.

b) Compliance by Users. Through their usage of the Service the Users are bound by these Terms and Conditions. It is solely the Licensee’s responsibility to ensure that Users comply with the provisions of these Terms and Conditions that relate to the access and use of the Service by the Users. Upon Licensor’s request, Licensee shall promptly at its own cost enforce those provisions against Users who violate them.

c) Exclusions to License Scope. The License explicitly excludes, without limitation, (i) the right to (sub)license or grant persons or entities other than Users the right to access and use the Services, and (ii) the right for the Licensee to access and use the Services outside the purposes set out in clause 1.a) above.

2. Revisions

Licensor may at its discretion update the Service from time to time (an “Update”), for example to enhance functionality, to solve bugs, to replace software or to update security measures. Following such Update, the definition of the term “Service” shall be automatically amended without any further action on the part of any of the parties to include such Update. Licensor may also delete or discontinue (either permanently or temporarily and either in whole or in part) the Services at its sole discretion at any time after reasonable notification, such without being liable for any claims, actions, costs or damages. Licensor shall however in that case reimburse the pro-rata portion of those Fees (as hereinafter defined) paid by Licensee in advance, for the remaining period during which Fees have been paid but for which the Services are discontinued.

3. Fees, Payments, and Taxes

Unless agreed otherwise in writing, the yearly fees for access and use of the Service under the License (“Fees”) will be billed at the start of the License period. The Fees are payable from the moment indicated in the Agreement but in any event from the moment the Users are able to use the Services, whether they do so or not. The Fees must be paid by Licensee without set-off or deduction within the invoice term and if no term is mentioned on the invoice, within thirty (30) days from the invoice date. If Licensee does not timely pay an invoice, Licensee is in payment default (but Licensor may choose to send a payment reminder), in which case Licensor is, without limiting any remedies that it may have hereunder or at law, entitled to suspend the provision of the Services to Licensee and all Users, and/or its other obligations, may hand over collection of the invoice and the Licensee will then pay the reasonable in and out of court costs thereof as well as the statutory interest, and may elect to terminate the Agreement. From the date of payment default, all other amounts due from the Licensee become immediately due and payable to Licensor. Licensee is responsible for all sales, excise, VAT and all other taxes associated with Licensee’s use of the Service other than taxes on Licensor’s net income, as well as any currency risks. Licensor may increase the Fees at any time and from time to time upon thirty (30) days prior notice. Any such increase will go into effect at the next renewal of the then current subscription. Unless indicated otherwise in these Terms and Conditions, Licensor cannot be obliged to repay any amounts paid to it, irrespective of the legal ground for repayment.

4. Location of Service and Access, Accounts

a) Location of Service and Access. The Service will be hosted on one or more servers either owned or used by Licensor and will be accessible by Licensee and the Users over the Internet.

b) Licensee Account. In order to access the Service, Licensee will be required to register an account with Licensor (a “Licensee Account”) and will be provided with a unique user name and must choose a password for each such Account (“Licensee Account Access Information”). The Licensee Account Access Information is strictly personal, for use by Licensee only. Licensee is responsible for the confidentiality and security of the Licensee Account Access Information. Licensee agrees to only disclose the Licensee Account Access Information to verified and authorized Users and others with a legitimate need to know the Licensee Account Access Information.

c) Access by Users. For some functionality offered in the Service, the User has to create an account (“User Account”). In that case, certain information needs to be registered, such as user name and password, to use the User Account (“User Access Information”). It is the Licensee’s responsibility to ensure that Users use the correct User Access Information, that this stays up-to-date and that Users keep this confidential, secure and strictly personal at all times. In the event of a breach of this responsibility, Licensee will act with reasonable diligence to correct any such breach and will keep Licensor reasonably updated on all such efforts.

d) Monitoring. Licensor has the right (but not the obligation) to monitor access to the Service and, without limiting any remedies that it may have hereunder or at law, may deny access to any Licensee or User who violates these Terms and Conditions, without thereby incurring any liability whatsoever.

5. Certain Rights and Restrictions Regarding Access and Use of the Service

a) Equipment and Service. Licensee shall provide at its expense and risk all hardware, operating software and systems, Internet service and other items necessary for the access and use of the Service.

b) No Copies and the like. The Service is protected by international intellectual property right laws, including, without limitation, copyright and trade secret laws and treaties. Except as otherwise provided in this clause, neither Licensee nor any User is permitted or may cause or permit any of its employees or any third party to make any copies of the Service or Materials, make the Services, or any element of it, available on, or by, electronic bulletin boards, news groups, websites, FTP or any other means of posting or transmitting services on the Internet, an on-line service or wide area network.

c) No Reverse Engineering and the like. Neither User nor Licensee may or may cause or permit any of its employees or any third party to, modify, adapt, translate, reverse engineer, decompile, disassemble, translate or create derivative works based on the Service, merge the Service with other database, product or service, remove copyright notices or otherwise use the Services in a manner that would infringe the intellectual property rights contained within the Service without the prior written consent of Licensor, which Licensor may withhold in its sole discretion. If applicable statutory provisions grant Licensee or a User the right to reverse engineer in order to bring about interoperability with other software applications, this is always subject to both (i) Licensee respectively the User first asking Licensor in writing for Licensor’s written approval for the information required to bring about the intended interoperability and (ii) all applicable statutory conditions being fulfilled.

d) No Rent, Lease, Transfer and the like. The Service is licensed for the Licensee’s benefit only. Licensee shall not sublicense (except as permitted under these Terms and Conditions to Users), transfer, lease, assign, rent, exploit, distribute, sell or otherwise dispose of the Service (including any of the Materials) on a temporary or permanent basis except with the prior written consent of Licensor, which Licensor may withhold at its sole discretion. Prior to transferring the Service to an authorized transferee, the transferee shall agree in writing to be bound by all of these Terms and Conditions and such agreement shall be evidenced in writing to Licensor.

e) Unauthorized Access. Without limiting any other provision, term or condition in the Agreement or these Terms and Conditions, Licensor cannot be held liable for any loss, cost, claim, damages or other liability whatsoever that may arise from the unauthorized use of any Licensee Account Access Information or any User Access Information. If any of Licensee Account Access Information or any User Access Information is compromised, lost or stolen, it is Licensee’s responsibility to immediately take actions to prevent (further) unauthorized use such as replacing the password. It must also notify Licensor thereof in writing. Licensor reserves the right to deactivate Accounts that have been compromised.

f) Security. Licensee is responsible for the security of the devices and the Internet connection used to access the Services, as well as the security of the Licensee Account and User Accounts as well as their Access Information. Strong passwords must be used, passwords from other accounts may not be re-used and the password should be refreshed on a regular basis. If two (or more) factor authentication means are offered, it is the Licensee’s responsibility to utilize this, Licensor reserves the right to make such use obligatory. Although Licensor has taken measures to safeguard the security of information submitted or stored by Licensor in using the Service, Licensor cannot guarantee 100% security thereof. Without limiting any other provision in the Agreement or these Terms and Conditions, Licensor cannot be held liable to Licensee or any other person or entity in any way for any compromise of the security of such information. Licensor reserves the right to update the procedure for access to the Services giving due notice, e.g., where this is required for security purposes.

g) Manner of Use. Licensee is solely responsible for all data and other type of content uploaded into the Service (“Licensee’s Content”) and all activity that occurs under the Accounts including User Accounts. Neither Licensee nor User shall use the Service for any illegal or unauthorized purpose(s). Neither Licensee nor User shall, in the use of the Service, violate any applicable laws (including but not limited to copyright laws, and other applicable laws). More specifically (but not limited to):

i) Licensee nor Users may do, or omit to do anything that can cause damage to the Services, including without limitation transmitting or storing detrimental code, software, material, data or files via the Services, spamming, hacking, DDOS attacks, distributing illegal content;

ii) The Services may not be used to process data that is illegal, discriminatory, harmful, false, misleading, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or unlawful or violates third-party rights such as intellectual property rights or privacy rights;

iii) The Services may not be used to send unsolicited (commercial) messages;

iv) The Services may not be used in a manner that would require Licensor, Licensee, Users and/or another party to obtain an export or other similar type of license, from an EU, US or other authority, e.g. use for military purposes or nuclear devices;

v) The Services may not be used in (or from) a country or by or for a person or party that falls under a sanctions list.

h) Actions in Case of Non-Compliance. Licensor may, without incurring any liability, suspend the Services, remove Licensee Content and permanently or temporarily block Accounts containing Licensee Content that Licensor finds is/are unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property, these Terms and Conditions, or applicable law (in addition to all rights of Licensor). Where prior notification of such actions is legally required, or at its choice, Licensor will inform Licensee prior to such action.

i) Sharing Data. Licensor may, without incurring any liability, become obliged to share data pertaining to the Licensee and/or its Users with third parties, in particular in the event of criminal acts or infringement of third-party rights using the Services. Licensee will assess with a reasonable degree of care whether submission of such data to the third party is necessary and justified in the given case.

6. Intellectual Property Rights Licensor

a) License Grant. Licensor does not sell the Service or Materials to Licensee, but only grants Licensee a License to use the Service and Materials, including the right for Users to download and use the Licensor’s designated software, according to these Terms and Conditions. Violation of the License conditions, including without limitation those set out in clause 5 b), c) and d) constitutes an infringement of Licensor’s intellectual property rights.

b) Reservation of Rights. Licensor and its licensors retain ownership in the Service and Materials and all intellectual property and related rights in the Service and Materials, including without limitation any and all patents, copyrights, data base rights trade secrets, trademarks and any other proprietary and other rights. All rights not specifically granted under these Terms and Conditions are reserved by Licensor and its licensors, including without limitation the right to obtain a copy of the source code of the software used to provide the Services.

c) Audit. Licensee agrees that Licensor may audit Licensee’s use of the Service and Materials for compliance with these Terms and Conditions at any time, upon reasonable notice, and Licensee shall provide reasonable cooperation to Licensor in any such event.

d) Third-party claims. If a third party sues or threatens to sue Licensor for infringement of intellectual property rights, Licensor has the right to replace the Service and/or Materials or to modify it so that the claim is addressed, such without impairing the Licensee’s rights, or, if these actions cannot resolve the claim, to terminate the Service after notification but without being liable for damages.

e) Intellectual Property Rights on Licensee Content. Licensor claims no intellectual property rights in the Licensee Content.

7. Licensee’s Warranties and Cooperation

a) Licensee Warranties. The Licensee warrants that it has the power and authority to enter into the Agreement and to agree to and be bound by these Terms and Conditions and that the person signing up for a License and/or concluding the Agreement on Licensee’s behalf is authorized to represent and legally bind the Licensee. The Licensee waives any rights it may have in relation to such person not being authorized to bind it. The Licensee also warrants that the information it provides to Licensor is correct, complete and up-to-date. The Licensee warrants that it is not listed on any sanction list anywhere in the world and that it does not engage in any activities that are in violation of applicable legislation, such as anti-bribery laws. Further, Licensee agrees that Licensee possesses the necessary skills and qualifications to competently use the Service in accordance with the Agreement and these Terms and Conditions.

b) Cooperation and Information. The Licensee shall provide the cooperation, information and access needed for Licensor to make the Services available to Licensee and Users, and procure the same from relevant third persons or parties.

c) Costs. Licensor reserves the right to invoice the costs related to non-cooperation under this clause or breach of the foregoing warranties or obligations.

8. Personal Data, Data

a) Anonymous data collection. Licensor collects anonymous data regarding the use of the Service in order to enable, evaluate and monitor the use of the Service. This data is shared with Licensee.

b) Personal Data. Licensor may, as a controller under the General Data Protection Regulation (GDPR) process personal data of Licensee, persons working at Licensee and Users. More information about this can be found in our privacy policy. Where Licensor processes personal data of Users as a processor, a data processing agreement is concluded between the parties.

c) Data security. Licensor will appropriately secure the data, including non-public data that are not personal data.

d) Data ownership. Licensee ‘owns’ the data mentioned under subparagraph 8a). This ensures that Licensor won’t sell any such data to third parties. However, Licensee grants Licensor the perpetual, unlimited, royalty-free right to use that data in order to monitor the usage of the Service, to improve it, and to innovate further and for any other legitimate purpose.

9. Relationship of Parties

In performing any and/or all of our respective obligations under the License, Licensor and Licensee shall each operate as and have the status of being an independent contractor of the other party, and neither party shall act as or be an agent or employee of the other party.

10. Confidentiality

a) Duty of Confidentiality. Both Licensee and Licensor acknowledge and agree to keep confidential non-public information related to the other party which is either marked as confidential or of such nature that the receiving party should reasonably understand its confidential nature (“Confidential Information”). Licensee and Licensor hereby agree to maintain the confidentiality of the other party’s Confidential Information using at least as great of degree of care as they use to maintain the confidentiality of their own most confidential information.

b) Exception to Duty of Confidentiality. Notwithstanding the foregoing, in the event that the receiving party is required by a valid order by a court or other governmental body to disclose Confidential Information, the receiving party may disclose such Confidential Information provided that it first gives the other party prompt notice thereof in order to enable disclosing party to have the opportunity to seek protection from such order of disclosure.

11. Indemnification of Licensor

Licensee will defend, indemnify and hold harmless Licensor and its subsidiaries, licensors and affiliates (and their respective officers, directors, employees and agents) against any and all claims, losses, damages, liabilities, deficiencies, judgments, assessments, fines, costs and other expenses (including reasonable attorneys’ fees and costs and claims from Users) arising from or relating to (i) the access or use of the Service, (ii) use or misuse of the Service (including any Licensee Content and other data or information input in the Service or file or database created thereby), and (iii) breach of any of the provisions of these Terms and Conditions, by Licensee or by any User or anyone else within their control.

12. Disclaimer of Warranties, Support

a) Disclaimer of Warranties. Except as expressly provided in these Terms and Conditions, the Service (including the Materials and any other written materials), including any support and other types of services (as the case may be) are provided “as is”, “where is” and “best effort” (“inspanningsverbintenis”) without warranty of any kind, express, implied or statutory, including but not limited to the implied warranties of merchantability and fitness for a particular purpose or use and any warranty of error free application or non-infringement. Without limiting the generality of the foregoing, Licensor does not warrant the use, results or performance of the Service or the Materials, that the Service will be uninterrupted, error-free or secure, that it meets all legal requirements, all of the Licensee’s or User’s requirements or that the server(s) or other devices that make(s) the Service available, is free of viruses or other harmful components.

b) Support. If you are experiencing problems with the Service, or if you have questions about the Service, your designated contact(s) may contact us through the help function in the Service’s dashboard or by email. Incidents must be reported as soon as possible in a comprehensible and detailed manner. We will reply to your messages during weekdays, excluding national holidays in the Netherlands, between CET 09:00 and 22:00. We will try to reply to your message as soon as we can but we cannot give any response times or lead times. We assume our helpdesk is called upon to a reasonable extent. If, in Licensor’s opinion, the helpdesk is called upon outside of what is reasonable or outside the limits of the agreed payment, it reserves the right to charge an additional fee for the support.

c) System Requirements. The Service supports the most recent versions of web browsers, specifically Chrome, Firefox, Safari and MS Edge. Any further specified browser support is stated in the Agreement. The Licensor reserves the right to make use of the Service subject to other system requirements.

13. Liability

a) Limitation of Liability. Neither Licensor nor any person or entity who has been involved in the creation, production, operation or support of the Service shall be liable (whether in contract, tort (including negligence), warranty, product liability or other cause of action) to Licensee, any User or any other person or entity for any direct, indirect, consequential or incidental damages (including but not limited to damages for loss of business revenue or profits, business interruption for any reason, loss of business information or data, injury to reputation, goodwill, use, Licensee Content, data or other intangible losses or violation of any applicable privacy laws arising out of (i) the use, misuse, or inability to use the Service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the Service; (iii) unauthorized access to or alteration of Licensee’s transmissions or data; (iv) statements or conduct of any third party on the Service; (v) termination of any of Licensee’s or Users’ Accounts; or (vi) any other matter relating to the Agreement, the Service or use thereof, even if Licensee has been advised of the possibility of such damages. Licensor’s liability per event or series of events is limited to the amount paid by Licensee to Licensor during the year in which the cause of the damage arose and in no event shall Licensor’s total liability exceed 30% of the total amount paid by Licensee to Licensor. Licensor shall not be liable for any damage unless it has been served a written notice of default, setting out the default in detail and allowing Licensor a reasonable remedy term of at least two weeks (and longer if reasonably necessary) to remedy the default and Licensor has not remedied the default within such term. The limitation on liability stated in this clause shall not apply to any losses or liability arising on the part of the Licensor due to the gross negligence, fraud and willful misconduct of our management (but they, nor any other officers or employees can be held personally liable) and applies to the extent Licensor’s liability can be limited or excluded pursuant to applicable mandatory law. Nothing in this clause shall attempt to limit or exclude liability for death or personal injury.

b) Notification of Damage. Any damage must be reported to Licensor in writing as soon as possible after the damage has occurred and ultimately within one (1) month thereof. The right to compensation of damage lapses by the expiry of a period of six (6) months following the moment the cause of the claim arose, if no claim for compensation of damages is submitted to Licensor in writing.

c) Force majeure. A party cannot be held to perform an obligation or held liable if it suffers a force majeure event. Force majeure on the part of Licensee is, without limitation: failure of electronic communication systems (including without limitation telecommunication systems, computer systems, internet communication, satellite communication), malicious attacks, hacking, DDOS attacks and the like, failure or errors in third-party software or hardware, acts including defaults of third-party suppliers hired by Licensor, strikes, labour-disputes, non-availability of staff due to unforeseeable circumstances, government imposed or induced measures, failure of electricity and communication systems, shortage of materials, delay in transport, fire, natural disasters, extreme weather, vandalism, war, riots, terrorist actions.

14. Termination

a) Term and termination. The License shall become effective upon Licensee’s payment of the Fees and shall remain effective for the duration of the License term (“License Term”) or until terminated in accordance with this clause or as otherwise indicated in these Terms and Conditions. Unless agreed otherwise, the License Term is renewed automatically with one year terms if it is not terminated ultimately three (3) months before the renewal date by either party.

b) Termination by Licensor. Without affecting its rights to terminate the License pursuant to applicable laws and as set out in these Terms and Conditions, and whether or not the Licensee is subject to a force majeure condition, Licensor may terminate the License after giving the Licensee notice and a 14 days grace period to comply in case remedy is possible, if:

i) It becomes aware that Licensee or a User unlawfully transmits through the Service copyrighted material without a license, valid defense or fair use privilege to do so;

ii) Licensee or a User causes or permits violation of any provision of the Agreement, these Terms and Conditions, including without limitation, the Fee payment obligations and the Licensee’s obligation to enforce the provisions of these Terms and Conditions against Users who do not comply with them;

iii) there are circumstances with respect to the Licensee that are such that Licensor cannot reasonably be expected to continue providing the Services.

Licensor is also entitled to terminate the License without notice of default and without liability if:

(i) the Licensee requests for or is granted moratorium of payment, provisionally or otherwise;

(ii) the Licensee’s bankruptcy is requested or is granted;

(iii) the Licensee becomes insolvent;

(iv) a winding-up petition is filed in respect of the Licensee;

(v) the Licensee’s organization is wound up or terminated for reasons other than reconstruction or the merger of companies;

(vi) a situation occurs in a different jurisdiction with respect to the Licensee that is similar to any of the aforementioned situations or

(vii) it is required to do so by applicable law or regulation or upon a government authority’s order.

c) Termination by Licensee. Without affecting its rights to terminate the License pursuant to applicable laws, Licensee may terminate the License for convenience during the License Term, taking into account a two month’s written notice period. If Licensor is in default of its obligations, it must be served a written notice of default as set out in clause 13 before the Agreement can be terminated on that ground.

d) No return of Fees. On termination based under clause 14 b) or c) the Fees for the License term remain due and Licensor shall not refund any Fees or portion of any Fees to Licensee.

e) Effect of Termination. After termination of the License for whatever reason:

(i) Licensee shall, as soon as possible, cease from using and return all Confidential Information to Licensor;

(ii) except as otherwise specifically provided in these Terms and Conditions, the License and all others rights and licenses granted to Licensee (including for the avoidance of doubt the sub-licenses to Users) hereunder shall automatically cease without any further action;

(iii) Licensor is entitled to block the access and use of the Service and the Accounts;

(iv) Licensee can inform Licensor of its decision to switch to another service provider or to an on premise infrastructure or to delete the Licensee Content and other Licensee data stored by Licensor. Licensor shall, provided that all outstanding invoices for the Fees as well as any collection costs and accrued interest in relation to unpaid invoices have been paid, support the Licensee in exiting the Services by handing over the above data or allowing the Licensee to access the Services to download those data in a secured commonly used format determined by Licensor during a maximum period of 30 (thirty) days, after which the data will be deleted. After completion of the switching process or deletion of the data, the Agreement has ended. Licensor may, as permitted by law, charge its then current consultancy fees to the Licensee for these exit Services. Licensor will continue to provide the Services and ensure its and the data’s security during the termination notice and download period; and

(v) all amounts due become immediately payable.

f) Survival Upon Termination. The provisions of the Agreement and these Terms and Conditions that by their nature are intended to continue after the end of the Agreement, including those that are used to interpret the Agreement and these Terms and Conditions will continue to apply, including in any event the provisions relating to the Licensee’s payment obligations, provisions related to intellectual property rights, confidentiality, liability, miscellaneous provisions, applicable law and jurisdiction, as applicable to the extent the circumstances arise post Agreement.

15. Notices

All notices required by these Terms and Conditions or given in connection with the License shall be deemed given as of the day they are emailed to you. The email address of record for notices and requests in connection with the License shall be deemed to be the email address provided by the Licensee at the time of Account creation. Licensor is not responsible for the deliverability or changes to the email address. Notification of any change to the Licensee’s email address is the sole responsibility of the Licensee.

16. Remedies

Licensee acknowledges that breach of clauses 4, 5 and/or 6 of these Terms and Conditions will give rise to irreparable injury to Licensor, and leave Licensor inadequately compensated in damages. Accordingly, Licensor may seek and obtain injunctive relief against Licensee’s breach or threatened breach, in addition to any other legal remedies, such as (but not limited to) suit for copyright infringement. Licensee further acknowledges and agrees that this provision is necessary for the protection of Licensor’s legitimate business interests and is reasonable in scope and nature. The above is provided that the Licensee did not cause, knowingly assist or condone the continuation of a breach of these Terms and Conditions to continue after becoming aware of an actual breach having occurred.

17. Miscellaneous

a) Binding Terms and Conditions. The Licensee acknowledges that these Terms and Conditions are binding irrespective of how they were made available, e.g. by reference to an online location, and irrespective of whether the Licensee has read them or not and the Licensee waives any rights in this respect.

b) No Impairment. If any provision of these Terms and Conditions is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any remaining provisions shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.

c) Update of Terms and Conditions. Licensor may update these Terms and Conditions from time to time. With respect to changes of substantive conditions related to the nature, format, quality or quantity of the data processed by Licensor, this may occur to reflect changes to the Licensor’s processes, organization, or applicable laws and the Licensee is then entitled to terminate the License. Licensor will inform the Licensee ultimately one month in advance of the start date of the amended Terms and Conditions.

d) Interpretation. The provisions of these Terms and Conditions shall be interpreted and construed in accordance with their fair meanings, and not strictly for or against any party, regardless of which party may have drafted these Terms and Conditions or any specific provision of these Terms and Conditions.

e) Waivers. The waiver of any provision of these Terms and Conditions shall not be effective unless in writing and signed by the party against which it is sought to be enforced. The failure of any party to insist, in any one or more instances, upon performance of any of these Terms or Conditions shall not be construed as a waiver of future performance of any terms, covenants or conditions of these Terms and Conditions, and the obligations of each party with respect thereto shall continue in full force and effect.

f) Assignment. These Terms and Conditions shall be binding upon the parties and their successors and permitted assigns. Licensee may not assign, delegate, encumber or otherwise give in security its rights and obligations ensuing from the Agreement, including without limitation the License, or any portion thereof, to any third party without Licensor’s express prior written consent. Licensor may in whole or in part assign the Agreement, the License and all its rights and obligations hereunder to any affiliate of such party or to any successor to Licensor’s business, or parts thereof and the Licensee gives its consent thereto.

g) Refusal of Licensee. If the Agreement can be concluded through an online process, Licensor reserves the right to refuse the Licensee as a customer, citing the reasons for doing so.

18. Applicable Law and Jurisdiction

a) Applicable Law. The legal relation between Licensor and Licensee, including the Agreement, these Terms and Conditions and any dispute or claim including non-contractual disputes or claims arising out of or in connection with the Agreement, is exclusively governed by the laws of the Netherlands. Conflict laws determining otherwise, and the United Nations Convention on Contracts for the International Sale of Goods 1980 are excluded.

b) Exclusion of Provisions. The Licensee agrees that articles 6:227b and 6:227c of the Dutch Civil Code do not apply, in so far as it is possible to deviate from those provisions. These articles relate to the manner in which electronic agreements are concluded and to the information that must be provided in relation thereto.

c) Disputes. Any dispute between Licensor and Licensee shall be brought before the competent court in The Netherlands, where the Licensor has its principal place of business. This is without prejudice to the parties jointly agreeing in writing to submitting the dispute to another type of court, including an arbitration court.