Article 1         Definitions

1.1 In these Terms, the following capitalized terms, whether single or plural, will have the following meaning:

Account: the personal user interface to which the Client or the End User obtains access after entering the login credentials.

Agreement: the agreement concluded between Carv.com and Client, consisting of these Terms and the DPA, Fair Use Policy and SLA.

Carv.com: Carv.com B.V., a Dutch limited liability company, having its statutory seat in Amsterdam, The Netherlands and its office at (1012 WP) Amsterdam at Singel 459. Carv is registered with the Chamber of Commerce under registration number 84849738.

Carv: the software-as-a-service platform, developed by Carv.com, which amongst others enables users to record, process, analyze, summarize, share online meetings and use context of meetings to generate personalized and actionable output.

Client: the private person or legal entity who entered into an Agreement with Carv.com.

DPA: if applicable, the data processing agreement between Carv.com and Client regarding the processing of data by Carv.com on behalf of the Client, which will be attached to the Agreement or can be found here: www.carv.com/data-processing-agreement, as applicable.

End User: a designated user appointed by the Client that is allowed to make use of theService at the responsibility of the Client.

Fair Use Policy: if applicable, the Fair Use Policy concluded between Parties regarding the use of the Service and/or Carv, which will be attached to the Agreement or can be found here: www.carv.com/fair-use-policy, as applicable.

IP-Rights: all intellectual property rights and ancillary rights, included but limited to copyrights, trademark rights, patent rights, design rights, trade name rights, database rights, as well as know-how rights.

Result: the materials such as recordings, summaries, presentations and other information and documentation which the Client has generated using the Service.

Service: the service provided by Carv.com consisting of making Carv remotely accessible through the Website.

SLA: if applicable, the service level agreement concluded between Parties regarding support and service levels, which will be attached to the Agreement or can be found here: www.carv.com/service-level-agreement, as applicable.

Terms: these terms and conditions.

Content: all information, data or other material in whatever form provided by the Client or End User through the Service.

Website: www.carv.com.

Working Days: Monday –  Friday from 09:00 – 17:00.

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Article 2        General

2.1 These Terms together with the SLA, DPA and Fair Use Policy apply to all agreements between Carv.com and the Client and every use made of Carv by the Client and End Users.

2.2 Additions to and/or deviations from these Terms are only valid when confirmed in writing by Carv.com.

2.3 If any provision of these Terms is void or voidable, or is or becomes entirely or partly invalid for any other reason, the other provisions of these Terms will remain in full force and effect. Carv.com will replace the invalid provision with a provision that is valid and of which the legal consequences, having regard to the content and purpose of these Terms, corresponds as far as possible with those of the invalid provision.

2.4 The Service may rely on software developed by third parties. Carv.com expressly grants no warranty with regard to such software, is not liable for (the use of) such software and is not responsible for any support and maintenance in relation to such third party software. The Client acknowledges and agrees that terms of service or any other kind of terms of those third parties apply to the use of this software.

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Article 3        Agreement

3.1 The Agreement is concluded between Parties upon registration of the Account by the Client on the Website or through a signed Order Form, as applicable.

3.2 Quotations and other offers by Carv.com are without obligation and should be regarded as an invitation to make an offer to enter into an Agreement, unless otherwise indicated by Carv.com in writing. Offers and quotations become invalid after the expiry of 14 Working Days from the date they were made, unless otherwise indicated in writing.

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Article 4        Service and license

4.1 Carv.com has developed a software-as-a-service platform which enables Client and End Users to record, process, analyze, summarize share online meetings and and use context of meetings to generate personalized and actionable output. The Service consists of making Carv accessible through the Website.

4.2 To the best of its ability, Carv.com will make efforts to provide the Service with due care in accordance with the service levels in the SLA. Carv.com may use subcontractors or third party licensors to provide the Service.

4.3 The Client accepts that the Service including Carv, only contains the functionalities and other characteristics as it contains at the moment of the use (“as is” and “as available”).

4.4 Carv.com is at all times entitled, without prior announcement and without in any way becoming liable to the Client:

a)          to make procedural and technical alterations and/or improvements to the Service and/or Carv; and

b)          to (temporarily or permanently) discontinue, limit or terminate the Service and/or Carv or the Account. Carv.com will notify the Client of the temporary unavailability or restricted use insofar as reasonably possible.

4.5 If the Client complies in full with all obligations pursuant to these Terms, Carv.com will grant the Client and/or End Users, a limited, personal, revocable, non-exclusive, non-sublicensable and non-transferable right to use the Service, including Carv.

4.6 Client shall be responsible for each and every use of the Service and Carv by the Client and the End User. The Client is also responsible for the instructions to the End Users.

4.7 The Client and End User may not resell, distribute, or in any other way make profit of Carv.

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Article 5        Account and trial period

5.1 To use theService the Client and End User must create an Account by following the registration process on the Website.

5.2 The Client warrants that all information provided to Carv.com, including the information provided during registration and the information provided by End Users is accurate, complete and up-to-date at any time.

5.3 The Client shall solely be responsible for keeping the login credentials (username and password) secret and for the password security guidelines which apply to the End Users.

5.4 As soon as the Clients or End User knows or has reason to suspect that the login credentials are no longer secret, or that the Account is being abused, the Client must take all necessary steps to prevent unauthorized access inter alia by changing the password in the settings of the Account. Carv.com is not liable for any loss or damage from unauthorized access or use of the Account.

5.5 It is not permitted to, and at the sole discretion of Carv.com your Account may be blocked:

a)       create more than one (1) trial Account.

b)       create an Account for another natural person or legal entity.

c)       provide access to the Account to another natural person or legal entity.

d)       create an Account by “bot” or any other automated method, Account creation is solely permitted to humans.

e)       create an Account for subversive reasons.

5.6 If the Client or End User registers an Account for a trial period, he will, unless stated otherwise on the Website or the Order Form, be able to use the Service and/or Carv for a limited time after registering. It the Client or End Users wants to continue the use of the Service after expiration of the trial period, the Client shall have to switch its Account to a full (paid) subscription.

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Article 6        Content

6.1 The Client and End Users determine which Content is provided when using the Service. Carv.com in principle does not have knowledge of the contents of that Content. The Client is responsible and guarantees that the Content is rightfully obtained, is not unlawful and that it does not infringe any third-party rights, including IP-Rights and privacy rights. Carv.com does not accept any liability for the Content and the use of such Content. The Client indemnifies Carv.com against third-party claims based on the allegation that the Content is unlawful and/or infringes rights of third parties.

6.2 It is not permitted to use the Service including Carv for a purpose listed below or make Content available:

a)       which, at the discretion of Carv.com, is discriminating, racist or is otherwise deemed hurtful, offensive or inappropriate;

b)       which encourages aggressive behaviour against and/or harasses others;

c)       which will lead to or will have the consequence of being misused, mislead or driven to undesirable behavior;

d)       which is false, based on false facts and information and/or is misleading;

e)       that consist of creating a false identity or will otherwise suggest to you are involved and/or engaged with Carv.com;

f)       which infringes the rights of Carv.com and/or third parties, including but not limited to IP-Rights or rights concerning the protection of privacy;

g)       which contains viruses, Trojan horses, worms, bots or other software which can damage automated work or make it unusable or inaccessible or delete it, or which can appropriate it or which is intended to circumvent technical protection measures of Carv, the Service and/or the computer systems of Carv.com;

h)       is contrary to these Terms or any applicable laws and/or regulations, or is in any other manner unlawful or which could prejudice the interests and reputation of Carv.com.

6.3 Carv.com reserves the right, without prior notice, to abridge, alter, refuse and/or remove Content if this is necessary in Carv.com’s opinion, without this resulting in any liability for damages suffered by the Client.

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Article 7        Price and payment

7.1 The Client shall pay the agreed fees as mentioned on the Website or on the Order Form, as applicable. Unless stated otherwise all amounts mentioned by Carv.com will bei n Euro and exclusive of turnover tax (VAT) and other government levies/taxes.

7.2 Carv.com is entitled to change its fees at any time. The changed fees will become applicable to the Client from the moment of the next subscription period (monthly or yearly). If the Client does not agree with the changed fees it may terminate the Agreement in accordance with article 9 of these Terms.

7.3 All fees are due in advance for the entire subscription period (monthly or yearly) and shall be invoiced by Carv.com. Carv.com shall charge the amounts due through your preferred method as indicated on the Website during registration or Order Form, as applicable. In any event, payment must be made within 14 Working Days.

7.4 If the Client fails to provide full and timely payment, it will immediately be in default without any advance demand or notice of default being required. From the time of default:

a)       the Client owes Carv.com interest equal to the statutory interest for commercial transactions;

b)      Carv.com may decide to refer the debt for collection to a third party, in which case all costs (including legal costs) incurred by Carv.com in connection with the late payments are charged to the Client. These costs will come to at least 10% of the amount of the invoice with a minimum of €150,-ex VAT.

7.5 Complaints regarding (parts of) the Service or the invoice do not suspend your payment obligation.

7.6 The Service is provided on a non-refundable basis. There will be no refunds or credits for partial months of Service or unused Service with an activated Account or for unauthorized use of an Account.

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Article 8        IP-Rights

8.1 The IP-Rights in relation to the Service and Carv including source- and objectcode, databases, data, files, formats and all other materials used, created and/or developed by Carv.com will remain vested in Carv.com or its licensors. Nothing in these Terms is intended to entail any transfer of IP-Rights to the Client or End Users.

8.2 The Client and End Users shall solely have the right to use the Service including Carv as described in article 4.5 of these Terms.

8.3 The Client retains all IP-rights to the Result and Content. By using the Service the Client automatically grants Carv.com a cost-free, worldwide, irrevocable, sub-licensable and transferrable right to use the Result and Content insofar as is related to the Service.

8.4 Save to the extent that it is allowed by mandatory statutory law, the Client and End User may not reproduce or decompile Carv or apply reverse engineering to it. Furthermore, removal and/or circumvention of security measures or technical limitations (to use) of the Service and/or Carv is not allowed.

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Article 9        Duration and Termination

9.1 The Agreement shall commence upon creation of the Account and will be automatically renewed for the same period of time (month or year), or as specified in the Order Form, until it is terminated in accordance with this article.

9.2 The trial Account has a limited duration as stated on the Website and automatically terminates if the Client does not upgrade to a paid Account.

9.3 The Client may terminate the Agreement at any time by indicating the termination in the Account. Termination of the Agreement will take effect at the end of the current subscription period.

9.4 Carv.com has the right to immediately discontinue or to (temporarily) suspend its Service or to terminate the Agreement, notwithstanding Carv.com’s other rights and remedies, including its right to claim damages:

a)       If the Client and/or End User breach the obligations under the Agreement;

b)      In the event the Client goes bankrupt or is granted a suspension of payments, as well as in the event the Client’s business is closed down or liquidated.

9.5 If the Agreement is terminated for whatever reason, there will be no reversal of that which Carv.com has already delivered nor the related obligation to make payment. The Client will not receive any refunds as a result of termination.

9.6 Upon termination of the Agreement, Carv.com shall keep all Content and Results available to the Client for 14 Working Days after termination of the Agreement. The Client will be able to use Carv during this period insofar as is necessary for the exporting of Content and Results. The Client may not add any Content during this period. After this period, Carv.com shall make the Account inaccessible to the Client and all rights granted to the Client and End Users will terminate. Carv.com has no obligation to restore the Content or assist in any data conversion or exportation.

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Article 10        Privacy

10.1 In order to make Carv available, Carv.com will process personal data as a controller. The conditions under which personal data is being processed can be reviewed in the privacy statement, which can be reviewed on the Website.

10.2 In providing the Service, Carv.com will process personal data on behalf of the Client. The Parties agree that the Client is the controller for the processing of personal data during the use of the Service and Carv.com is the processor. The conditions for this processing of personal data are set out in the DPA.

10.3 Carv.com is entitled to use the statistical results obtained after processing, provided those results are not directly traceable to individual Clients and/or End Users, for statistical or analytical purposes as mentioned in the DPA.

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Article 11        Liability

11.1 Carv.com´s total and aggregated liability for an attributable breach of the Agreement and/or an unlawful act will be limited to direct damages to the amount not exceeding Client’s payments to Carv.com for the three (3) months of Service preceding the event that caused the damage. However, under no circumstances will the total and aggregated liability of Carv.com for direct damages, of whatever nature, exceed an amount of € 1.000,-.

11.2 Direct damage shall solely mean:

a)       Property damages (‘’zaakschade’’);

b)       Reasonable expenses which the Client would have to incur to make Carv.com’s performance conform to the Agreement, unless the Agreement is terminated by the Client;

c)       Reasonable costs incurred in assessing the cause and the extent of the damage, in so far as the assessment is related to direct damage;

d)       Reasonable expenses incurred to prevent or mitigate direct damages.

11.3 Any liability of Carv.com for any damages other than direct damage (“indirect damages”), including – but not limited to – consequential damages, loss and/or damage of data, loss of profits and lost sales, will be excluded.

11.4 The restrictions mentioned in the preceding paragraphs of this article will lapse if and in so far as the damage is the result of intentional or wilful recklessness on the part of Carv.com or its managers.

11.5 The liability of Carv.com due to attributable breach of the Agreement will in all instances arise only if the Client immediately gives proper written notice of default, whereby a reasonable period within which the attributable breach may be remedied is stipulated, and Carv.com after this period still fails in the performance of its obligations, except in the case of lasting attributable failure. The notice of default must contain a description of the breach that is as complete and detailed as possible, to enable Carv.com to respond adequately.

11.6 The Client must report the damage to Carv.com in writing as soon as possible after it arises. Any claim for damages against Carv.com will lapse by the mere expiry of a period of twelve (12) months from the inception of the claim.

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Article 12        Indemnities and Warranties

12.1 Carv.com expressly disclaims any and all explicit and implied guarantees, undertakings and warranties of any nature, including but not limited to guarantees, undertakings and warranties with respect to the quality, security, lawfulness, integrity and accuracy of the Service.

12.2 Carv.com does not guarantee:

a)       that the Service and/or Carv shall be available to the Client and End Users at all times and without interruptions, faults or disturbances;

b)      that the Service and/or Carv shall be effective or the use shall meet certain expectations and/or lead to certain results;

c)       that the information provided through the Service and/or Carv shall be accurate, up to date and complete.

12.3 Carv.com is not responsible for:

a)       the purchase and/or the proper operation of the Client’s infrastructure;

b)      loss, damage, inaccuracy and/or incompleteness of any Content and other information provided through the Service;

c)       transmission errors, malfunctions or non-availability of computer, data or telecom facilities, including the internet;

d)      any unauthorized use or attempted use of the Service;

e)      the Results and the use of the Results.

12.4 Carv.com shall never be liable for any of the above mentioned acts or circumstances. The Client indemnifies and holds Carv.com harmless against all damage and costs asa result of claims of third parties, including End Users, arising from and/or related to the use of the Service, Carv and/or the Results by the Client and/or End Users.

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Article 13        Force Majeure

13.1 In the event of force majeure, there will be no attributable failure in the performance of the Agreement by Carv.com.

13.2 Force majeure includes, among other things, employees on sick leave and/or absence of employees who are crucial to the supply of the services, interruptions in the supply of electricity, strikes, riots, government measures, fire, natural disasters, floods, failure on the part of Carv.com’s suppliers, failure on the part of third parties engaged by Carv.com, interruptions in the connection to the internet (whether or not due to a DDoS attack), hardware malfunctions, malfunctions in networks, including telecommunication networks, and other unforeseen circumstances.

13.3 If the force majeure continues for at least thirty (60) days, Carv.com is entitled to terminate the Agreement without being obliged to pay any compensation to theClient for this termination.

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Article 14        Confidentiality

14.1 Carv.com and the Client shall ensure that all information received from the other party which is known or should reasonably be known to be of a confidential nature shall remain confidential. The party receiving confidential information shall only use this information for the purpose for which it was provided. Information shall in any case be considered confidential if it is designated as such by one of the Parties.

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Article 15        Miscellaneous

15.1 Carv.com may transfer rights and obligations arising from the Agreement to third parties. The Client is prohibited to transfer to third parties any rights derived from the Agreement without Carv.com’s prior written consent.

15.2 The Agreement including these Terms and the use of the Service are governed by Dutch law.

15.3 To the extent that national or international rules of law do not prescribe otherwise as mandatory, any disputes that arise or are related to agreements concluded subject to these Terms, or arise therefrom, will solely be submitted to the competent court in Amsterdam, the Netherlands.

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