CEMarking.Net is made available to you by Alura Group. Alura Group is a company registered in the Netherlands with registered number 12065004 and registered office at Anna Paulownastraat 32, 2518 BE The Hague, Netherlands. Alura Group is registered for VAT purposes with VAT registration number NL8174.82.271.B01. Access and use of the CEMarking.Net website is subject to terms of use. The terms of use appear below. Scroll up and down to read the terms of use in full. If you have read and agreed to the terms of use enter the site. If you decline the terms of use you may not proceed. Click here to read our Privacy Policy.

CEMARKING.NET WEBSITE - TERMS OF USE

1.                  INTRODUCTION AND INTERPRETATION

1.1               The following terms and conditions (the Terms of Use) set out the basis on which you are entitled to use the CEMarking.Net website (Website) product.

1.2               In these Terms of Use, references to "we", "us" or "our" are references to Alura Group and its successors and assigns.

1.3               In these Terms of Use, references to "you" or "your" are references to the party that has authorised use of the Website. You may permit your Affiliates to access the Website for the same purposes as you are entitled to use the Website. However, you will ensure that each of your Affiliates complies with and is bound by the terms and conditions of our agreement with you, including all restrictions and exclusions of our liability. You are responsible to us for any breach of our agreement with you by any of your Affiliates and for any act or omission by any of your Affiliates as if that breach, act or omission were committed, or were omitted, as the case may be, by you. If any of your Affiliates ceases to be directly or indirectly in Control of, Controlled by or under common Control with you, each Authorised User of that Affiliate will, with effect from the date on which it ceases to be one of your Affiliates, cease to be an Authorised User.

1.4               The description of the Website is provided to you as an indication only. Once we have accepted your completed application form requesting access to the Website and have received payment from you of the Annual Access Charge for the Initial Term, we will notify you of the user name and password you can use to access the Website. The date of that notification will be the Commencement Date and our agreement with you will take effect from that date.

2.                  DEFINITIONS

2.1               For the purpose of our agreement with you:

"Affiliate" means any company, partnership or other entity which directly or indirectly Controls, is Controlled by, or is under common Control with either of us (as applicable).

"Annual Access Fee" means the annual fee payable by you in order to access the Website and use the diligence Product during the Initial Term and each Subsequent Year of our agreement with you.

"Authorised User" means any member of your or of any of your Affiliates' professional staff or any secondee to you or any of your Affiliates who requires access to the Website in order to fulfil the professional duties for which he or she was employed by or seconded to you or any of your Affiliates, as the case may be.

"Commencement Date" means the date on which our agreement with you is formed in accordance with paragraph 1.4.

"Content" means any text, software, database, format, graphic and written work and all other materials developed by, or on behalf of, us or any of our assignors or licensors in respect of the Website, including the country summaries and other guidance notes that form part of the Website.

"Control" means the ownership of more than 50% of the paid up value of issued share capital or the legal power to direct or cause the direction of the general management and policies of the party in question.

"Indemnified Losses" means all damages and reasonable costs (including legal fees) and expenses finally awarded against you or any of your Affiliates by a court of competent jurisdiction as a result of an IPR Claim.

"Initial Term" means the period starting on the Commencement Date and ending on the last day of the calendar quarter (March 31, June 30, September 30 or December 31) that falls one year after the Commencement Date.

"Intellectual Property Rights" means (i) copyright, patents, database rights and rights in trade marks, designs, know-how and confidential information (whether registered or not); (ii) applications for registration and the right to apply for registration for any of these rights; and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.

"IPR Claim" means any claim or action against you or any of your Affiliates by any third party that the use or possession of the Website or the software contained in the Website (or any part of any of it) by you or any of your Affiliates infringes the copyright of that third party, but excludes any claim or action in relation to the use or possession of the country summaries or any guidance notes.

"Subscription Agreement" means the letter from us to you inviting you to apply for access to the Website, which sets out the Annual Access Fee payable by you to access the Website and use it during the Initial Term.

"Subsequent Year" means the 12 month period starting on the day after the expiration of the Initial Term (being April 1, July 1, October 1 or January 1) and each 12 month period commencing on any anniversary of that date.

"Terms of Use" has the meaning given to that term in paragraph 1.1.

"Unauthorised Person" means any person, other than an Authorised User.

"Website" means the website entitled "CEMarking.Net" through which we will make information available to you on regulatory and compliance matters in certain jurisdictions, incorporating background information, country summaries, recent developments, links and any guidance notes, in each case, as amended and supplemented from time to time.

"Year" means the Initial Term and each Subsequent Year.

"Your Material" has the meaning given to that term in paragraph 6.1.

2.2               In these Terms of Use, the headings used for each paragraph do not affect its interpretation. Except as otherwise provided in these Terms of Use, any reference to an enactment is a reference to that enactment as it may be amended, extended, applied or re-enacted from time to time and includes references to any subordinate legislation made under that enactment. "Enactment" includes any legislation in any jurisdiction. References to persons include an individual, a body corporate and an unincorporated association of persons.

3.                  ACCESS TO THE WEBSITE

3.1               We will notify you with details of the Website and the user name(s) and password(s) that you will need in order to access the Website. These may include both corporate and individual passwords and may be changed by us from time to time. We will also notify you prior to making any change in the form in which the Website is made available to you. On each occasion that an Authorised User accesses the Website on your behalf, he or she will be required to click his or her acceptance, as the case may be, of these Terms of Use to signify that he or she agrees to comply with these Terms of Use.

3.2               Access to the Website will be provided to you subject to our agreement. We will use our best endeavours to maintain the availability of the Website. There will, however, be down-time when the Website cannot be accessed and we may have to suspend access to the Website for technical reasons (including, without limitation, maintenance and security reasons). You will be notified in advance if any routine maintenance is predicted to result in any interruption to the availability of the Website. Where reasonably practicable to do so, we will notify you in advance if there is to be a suspension for any other reason. We do not guarantee the availability to you of any links that we may provide from the Website. If you encounter any difficulties using the Website you can contact us by email using the support facility on the Website and we will use our reasonable endeavours to assist you. However, assistance will not be available other than during our normal business hours.

3.3               You are responsible for use of the Website by any person using your password or passwords, as the case may be. You will implement and maintain all reasonable security procedures and follow any reasonable instructions we give you in respect of security. You will ensure the confidentiality of your password and prevent any Unauthorised Person accessing the Website through the use of your password or passwords, as the case may be.

3.4               If you know or suspect that an Unauthorised Person knows your password or passwords you will promptly notify us by email.  In that event, we will cancel your existing password(s) and allocate you a new password(s). You will comply with all applicable laws and regulatory requirements relating to your use of the Website. You will also comply with all reasonable instructions we give you relating to the Website.

3.5               You may create a hypertext link to the home page of the Website from your intranet, provided that access to the Website is limited to Authorised Users. Save as mentioned in the previous sentence you will not create a hypertext link to the Website or "frame" the Website, except with our prior written consent.

3.6               You are responsible for all telecommunications charges relating to your use of the Website.

4.                  LICENCE

4.1               We grant to you a non-exclusive, non-transferable licence for your Authorised Users to use the Website for your internal business purposes only and in accordance with our agreement.

4.2               You will not alter or modify the whole or any part of the Website or the Content, or merge any part of any software comprised in the Website with any other computer software programs, or decompile, disassemble or reverse engineer the object code of any software comprised in the Website, or attempt to do any of these things.

4.3               You will not download, store, reproduce, distribute or copy the Website or the Content (and will not attempt to do any of these things) other than as is necessary for your use of the Website in accordance with the licence granted in paragraph 4.1. If we make the Website available to you on disk or any other tangible media, you may make no more than two (2) copies of that disk or media for back up purposes and we shall be under no obligation to make further copies available to you in the event of the loss, damage or destruction of the initial copy made available by us to you. You will not remove or obscure any copyright notice or other notices contained in the Website or the Content.

4.4               As between us and you, we (or our suppliers) own all Intellectual Property Rights in the Website and the Content, and you do not acquire, by virtue of our agreement with you, any right, title or interest in any of them other than the licence set out in paragraph 4.1. If third party software is required in order for you to use the Website, you will at your expense obtain a licence of such software, as we may notify you in writing from time to time.

4.5               You will treat the Content as confidential and will not disclose all or any part of any of it to any person, without our prior written consent. You will implement and maintain all reasonable security measures to safeguard access to the Website and the Content from access or use by any Unauthorised Person.

5.                  UPDATES TO WEBSITE

5.1               We have no obligation to update the Website or the Content but we may do so from time to time. If we make available a revised version of the Website or the Content to you, you will promptly use that revised version and cease use of the previous version.

5.2               Without limiting paragraph 10.10, all regulatory information relates to the matters addressed by that information as at the date indicated on the regulations and does not cover any subsequent change in law or regulation.

5.3               From time to time we may offer to provide to you enhancements to the Website or the Content. Those enhancements may be subject to the payment by you of an additional fee.

6.                  MATERIAL YOU UPLOAD

6.1               You will ensure that all material you upload to the Website (for instance, technical specifications, compliance documents and certificates, but also responses to any questionnaires, message board postings, e-mails, text, graphic files, still or moving images) ("Your Material") complies with all laws and regulations, does not infringe the Intellectual Property Rights or other rights of us or any third party, is not defamatory, obscene or otherwise objectionable, is free of viruses and is not fraudulent or misleading.

6.2               We do not review, monitor or edit Your Material or the material made available by any other user of the Website until our staff is requested by you or on your behalf. If, however, we consider that any of Your Material exposes us to the risk of a claim or complaint by any third party, we may block access to any or all of the Website and remove any or all of the relevant part of Your Material. You will provide all reasonable assistance to us in this respect. To the extent reasonably practicable and appropriate to do so, we will notify you in advance of taking this action.

6.3               You will be solely responsible for Your Material.

7.                  FEES

7.1               You agree to pay the Annual Access Fee specified in the Subscription Agreement. We will notify you in advance of each Subsequent Year of the Annual Access Fee payable for that Subsequent Year. If you do not wish to access the Website during any Subsequent Year you may elect not to pay the Annual Access Fee for that Subsequent Year. If we do not receive the Annual Access Fee payable by you for any Subsequent Year on or before the first day of that Subsequent Year we may terminate our agreement with you under paragraph 12.3.

7.2               You agree to pay the Annual Access Fee, in full and free of all deductions and withholdings. Should you be required by law to make any deduction or withholding, you will pay any additional sums as may be necessary in order that the net amount received by us after any such deduction or withholding will equal the Annual Access Fee.

7.3               The fees and all other sums payable to us under our agreement with you will be exclusive of value added tax and any other indirect tax (if any) which you agree to pay in addition to the fees and those sums on issue by us of a tax invoice at the rate and in the manner for the time being prescribed by law.

7.4               You will pay to us in the manner set out in the Subscription Agreement (unless we subsequently notify you in writing of any alternative arrangements, in which case, you will pay to us in accordance with those arrangements) all amounts due in connection with the use of the Website and the Content before the Commencement Date in the case of the Annual Access Fee referred to in the Subscription Agreement, and on or before the first day of each Subsequent Year in respect of the Annual Access Fee payable for that Subsequent Year.

7.5               Access to the Website will be given to you on the Commencement Date.

7.6               Without prejudice to our rights under paragraph 12, if you are late in paying any sum properly due under the Subscription Agreement or these Terms of Use, we may charge you interest, which you agree to pay, accruing daily from the later of the due date and the date 30 days after the date of delivery of the relevant invoice to the date of actual payment, on any such overdue amounts at a rate of two per cent (2%) per annum above the Dutch interest rate for the time being in force, as well as all expenses related to debt collection.

8.                  WARRANTIES

8.1               Subject to paragraphs 5.1, 10.2, 10.3, 10.10 and 10.11, we warrant we will use our reasonable skill and care in our preparation of the Content.

8.2               You are solely responsible for assessing whether the Website is appropriate for the context in which you wish to use it and you should carefully review any instructional notes available on the Website before using it.

8.3               Except as expressly provided in writing in these Terms of Use or the Subscription Agreement, no representation, warranty or condition, express or implied, statutory or otherwise, as to condition, satisfactory quality, performance, fitness for purpose or otherwise is given by us in respect of the Website or the Content and all such representations, warranties and conditions are excluded except to the extent that their exclusion is prohibited by law. In particular, we do not express any view or make any representation regarding the content of the regulatory and compliance information, or on their suitability for use with the Website.

9.                  INTELLECTUAL PROPERTY RIGHTS

9.1               Subject to the provisions of this paragraph 9, we will indemnify you and each of your Affiliates on written demand in respect of the Indemnified Losses within the time specified in that demand provided that:

(a)      you notify us in writing promptly of any IPR Claim of which you have notice;

(b)      you will not admit any liability or agree to any settlement or compromise of an IPR Claim without our prior written consent;

(c)      we will be entitled at any time from notification in accordance with paragraph 9.1(a) to assume exclusive conduct of the IPR Claim (which shall include, but not be limited to, the exclusive right to conduct any proceedings or action, including in your name, negotiate the settlement of the IPR Claim and to conduct all discussions and dispute resolution efforts in connection with the IPR Claim);

(d)      you will, at our request, cost and expense, give us all reasonable assistance in connection with the conduct of the IPR Claim (as referred to in paragraph 9.1(c)) at our request, cost and expense; and

(e)      until such time (if at all) we choose to assume exclusive conduct of the IPR Claim in accordance with paragraph 9.1(c) above, you will take all proper action to deal with the IPR Claim so as to minimise the extent of any Indemnified Losses.

9.2               The indemnity in this paragraph 9 shall not apply to any IPR Claim that arises:

(a)      from any changes, modifications, updates or enhancements made to the software contained in the Website, other than by, or with the advance written approval, of us; or

(b)      as a result of any use of the Website other than in accordance with the instructional notes that form part of the Website or our agreement; or

(c)      from the use of the software contained in the Website in combination with any other software and/or any equipment which has not been approved by us in advance for that use.

9.3               The provisions of this paragraph 9 state your and any of your Affiliates' exclusive remedy in connection with an IPR Claim. Paragraph 10.4 shall not apply to the amounts that you are entitled to claim from us by way of Indemnified Losses.

10.              LIMITATIONS AND EXCLUSIONS OF OUR LIABILITY

10.1            We will not be liable for the content of any third party websites to which links are included from the Website. The content of these websites is entirely out of our control and you proceed at your own risk. The inclusion of links in our Website does not imply our endorsement of or association with any products, services, content, information or materials offered by or accessible to you at the third party websites.

10.2            The Content may be inapplicable to your particular circumstances and law, regulation, market practice or other circumstances may change after the dates on which the country summaries (or other information based on the country summaries) were issued. We have no responsibility to monitor or inform you of any changes of this nature or to change the Content to reflect those changes.

10.3            The Content may contain material that has been translated into English from another language. We have no responsibility in relation to the accuracy or completeness of those translations.

10.4            Subject to paragraph 10.9, our liability to you under or in connection with our agreement with you, whether arising from negligence, breach of contract or otherwise, shall not exceed in aggregate in respect of all the events occurring in any Year that give rise to a liability an amount equal to the Annual Access Charge paid by you in respect of that Year.

10.5            Subject to paragraph 10.9, we will not be liable to you for any loss of profits, business or data or for any indirect, special, incidental, consequential, punitive or exemplary loss, liability or costs, whether arising from negligence, breach of contract or otherwise regardless of whether it was foreseeable or not.

10.6            Subject to any liability we may have in respect of any breach by us of paragraph 10.7, we will not be liable for any damage or loss that may be caused to any equipment or software due to any viruses, defects or malfunctions in connection with the access or use of the Website or the Content.

10.7            We will use commercially available software to check the servers on which the software contained in the Website is installed and on which the Website is hosted for viruses and we will use our reasonable endeavours to (a) notify you of any virus of which we are aware that is affecting the Website or the Content and (b) to contain that virus in its effect on the Website and the Content. You acknowledge, however, that it is never possible to guarantee that any computer system is entirely virus-free and accordingly no commitment is made by us in this respect.

10.8            You agree that the limitations and exclusions set out in this paragraph 10 are reasonable, having regard to all the relevant circumstances and the levels of risk associated with each of your and our obligations under our agreement with you.

10.9            Nothing in our agreement with you excludes or limits our liability for fraud or for death or personal injury arising from our negligence or that of our employees, agents or subcontractors or for any other matter in respect of which it would be unlawful or in breach of regulation (including, without limitation, self-regulation) to limit or exclude liability.

10.10        You explicitly acknowledge and agree that the Website is not tailored to meet the individual needs of your Authorised Users and, as such, does not constitute legal advice. In addition, the Website extracts data from regulatory documents. The regulatory and complaince documents are not full explanations of all applicable legal or practical issues. Further, the regulatory and compliance documents themselves contain qualifications and assumptions and cannot be relied upon as definitive legal advice. We have not verified in any way the accuracy or completeness of any of the regulatory and compliance documents do not have any liability for any of their content. To the extent that any of the regulatory or compliance documents are inaccurate or incomplete, the Website may contain corresponding inaccuracies or be incomplete and we do not have any liability for those inaccuracies or lack of completeness.

10.11        You explicitly acknowledge and agree that your use of the Website does not create a client-consultant relationship between you and us or any of our partners. You acknowledge, however, that neither Alura Group nor any partner of Alura Group owes you a duty of care in respect of the Website.

11.              ONLINE PRIVACY

11.1            A copy of our on-line privacy policy is available on the Website, and is explicitly incorporated herein and forms part of these Terms of Use. You acknowledge that use of the Website may result in our processing of personal data relating to your employees and third parties. Our on-line privacy policy will set out the basis on which we will use that data and you agree to the terms of it.

11.2            In performing our obligations under this agreement you and (subject to paragraph 11.3) we will each comply with all applicable data protection legislation.

11.3            In particular, you shall ensure that any disclosure of personal data made by you to us is made with the data subject's consent or is otherwise lawful, and in so far as a disclosure of that personal data relates to your own employees or subcontractors, you shall notify those employees and subcontractors of that disclosure and the purposes for which we are permitted under the on-line privacy policy to use that personal data.

12.              TERM AND TERMINATION

12.1            Our agreement with you shall be in force for the Initial Term and, provided we have received from you the Annual Access Fee in respect of each Subsequent Year in accordance with paragraph 7.4, shall be automatically renewed for that Subsequent Year unless terminated in accordance with this paragraph 12.

12.2            Each of you and we are entitled, without prejudice to other rights and remedies, to terminate our agreement with you immediately by written notice to the other if the other party:

(a)      is in material or repeated breach of any of its obligations under these Terms of Use and either that breach is incapable of remedy or the other party has failed to remedy that breach within 30 days after receiving written notice requiring it to do so; or

(b)      becomes unable to pay its debts or becomes insolvent or an order is made or a resolution passed for the liquidation, administration, winding up, bankruptcy or dissolution of the other party (otherwise than for the purposes of a solvent amalgamation or reconstruction) or an administrative or other receiver, manager, liquidator, administrator, trustee or similar officer is appointed over all or any substantial part of the assets of the other party, or the other party enters into or proposes any composition or arrangement with its creditors generally or anything analogous to any of these events occurs in any applicable jurisdiction.

12.3            We are entitled to terminate our agreement with you immediately without notice to you if you do not pay the Annual Access Fee before the Commencement Date in the case of the Annual Access Fee referred to in the Subscription Agreement or on or before the first day of each Subsequent Year in the case of the Annual Access Fee payable for that Subsequent Year by disabling your access to the Website.

12.4            We are entitled to terminate our agreement with you by not less than one month's prior written notice to you at any time.

12.5            In cases in which we are entitled to terminate our agreement with you under paragraph 12.2 or paragraph 12.3, we may alternatively, but without prejudice to our other rights and remedies, suspend your access to all or any part of the Website.

12.6            If you terminate our agreement, the Annual Access Fee is non-refundable. If we terminate our agreement with you under paragraph 12.2 or under paragraph 12.4 we will at your request refund to you an amount equal to:

(a)      75 per cent (75%) of the Annual Access Fee paid by you for the relevant Year if termination occurs during the first quarter of the relevant Year;

(b)      50 per cent (50%) of the Annual Access Fee paid by you for the relevant Year if termination occurs during the second quarter of the relevant Year; or

(c)      25 per cent (25%) of the Annual Access Fee paid by you for the relevant Year if termination occurs during the third quarter of the relevant Year.

If termination occurs during the last quarter of the relevant Year no part of the Annual Access Fee paid by you for the relevant Year will be refunded to you.

12.7            Termination of our agreement with you or suspension of your access to the Website will not affect any accrued rights or liabilities of either of us. Termination of our agreement with you will not affect the coming into force or the continuance in force of any provision of our agreement with you which is expressly or by implication intended to come into force or continue in force on or after termination, including, without limitation, this paragraph 12.7 and paragraphs 1.3, 1.4, 2, 4.5, 8.2, 8.3, 10, 12.8, 14, 15, 16, 17 and 18.

12.8            On any termination of our agreement with you the licence granted under paragraph 4 will terminate automatically. You must immediately cease all use of the Website and the Content.

13.              FORCE MAJEURE

We will not be liable to you for any delay or non-performance of our obligations under this agreement arising from any cause or causes beyond our reasonable control, including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion, civil commotion or industrial dispute of a third party, armed hostilities, act of terrorism, revolution, blockade, embargo, strike, lock-out, sit-in, industrial or trade dispute, adverse weather, disease, accident to (or breakdown of) plant or machinery, technical fault or failure, shortage of any material, labour, transport, electricity or other supply, or regulatory intervention.

14.              ASSIGNMENT AND SUB-CONTRACTING

14.1            Subject to paragraph 1.3, you may not assign, sub-license, transfer or otherwise dispose of any of your rights or assign, sub-contract, transfer or otherwise dispose of any of your obligations under this agreement without our prior written consent.

14.2            Nothing in this agreement shall prevent or restrict us from assigning, sub-licensing, transferring or otherwise disposing of any of our rights or from sub-contracting, transferring or otherwise disposing of any of our obligations under this agreement to any Affiliate of ours or to any person acquiring the whole or any part of our business or assets.

15.              WHOLE AGREEMENT

15.1            The Subscription Agreement and these Terms of Use, and the documents referred to in them, contain the whole agreement between us relating to the transactions contemplated by this agreement and supersede all previous agreements, arrangements and understandings between us relating to those transactions.

15.2            Subject to paragraph 15.3, each of us and you acknowledge that in entering into our agreement with you, each of us and you have not relied on any representation, warranty, collateral contract or other assurance (except those set out in the Subscription Agreement, these Terms of Use and any documents referred to in them) made by or on behalf of the other of us before the date of our agreement with you. Each of us and you waive all rights and remedies which, but for this paragraph 15.2, might otherwise be available to us or you in respect of any such representation, warranty, collateral contract or other assurance.

15.3            Nothing in paragraph 15.2 limits or excludes any liability for fraud.

16.              NOTICES

16.1            Unless otherwise expressly stated in this agreement, any notice or other document to be served under this agreement may be delivered or sent by post or fax to the party to be served as follows:

(a)        to Alura Group at: Molenstraat 15, 2513 BH The Hague, the Netherlands, Attn: Han Zuyderwijk, Fax: +31 84.

(b)        to you at the address provided by you in the Subscription Agreement.

or at any other address or fax number or to any other addressee as it may have notified to the other party in accordance with this paragraph 16. Any notice or other document sent by post shall be sent by prepaid first class recorded delivery post or by prepaid airmail (if elsewhere).

16.2            In proving service of a notice or document it shall be sufficient to prove that delivery was made or that the envelope containing the notice or document was properly addressed and posted as a prepaid first class or equivalent recorded delivery letter or that the fax was properly addressed and despatched, as the case may be.

17.              GENERAL PROVISIONS

17.1            We will notify you of any amendment to the Terms of Use. We may do so in writing or by posting the relevant amendment to the Website. Any amendment to the Terms of Use will take effect 14 days after the date on which we notify you of the change unless you notify us within that period that you do not agree to it.

17.2            The renewal of this agreement in respect of each Subsequent Year will be on the basis of the version of these Terms of Use appearing on the Website as at the first day of that Subsequent Year.

17.3            Our rights under this agreement:

(a)      may be exercised as often as necessary;

(b)      are cumulative and not exclusive of rights or remedies provided by law; and

(c)      may be waived only in writing and specifically.

Delay in the exercise or non-exercise of any such right is not a waiver of that right.

17.4            If a provision of this agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that will not affect:

(a)        the legality, validity or enforceability in that jurisdiction of any other provision of this agreement; or

(b)        the legality, validity or enforceability in other jurisdictions of that or any other provision of this agreement.

17.5            Nothing in this agreement shall be deemed to constitute a partnership between us and you, nor constitute either of us or you the agent of the other for any purpose.

17.6            Except as expressly provided in the Subscription Agreement or these Terms of Use, a person who is not a party to this agreement may not enforce any of its.

17.7            A waiver (whether express or implied) by us or you of any of the provisions of this agreement or of any breach of or default by us or you in performing any of those provisions will not constitute a continuing waiver and that waiver will not prevent the waiving party from subsequently enforcing any of the provisions of this agreement not waived or from acting on any subsequent breach of or default by the other party under any of the provisions of this agreement.

17.8            Any notice or other communication given under or in connection with our agreement with you will be in English. All other documents provided under or in connection with our agreement with you will be in English or, if not in English, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a statutory or other official document.

18.              DISPUTES

18.1            Any dispute arising out of or in connection with our agreement with you shall, at the request of either party, be referred to arbitration before one or more arbitrator(s) who shall be appointed by agreement in writing between us and you or, if we are unable to agree on the identity of the arbitrator(s) within 14 days of the date of the request that the dispute shall be referred to arbitration on the application of either us or you. The arbitration shall be conducted in The Hague, the Netherlands in the English language.

18.2            This paragraph 18 is without prejudice to the right of either us or you to seek interim relief against the other (such as an injunction) through the Netherlands’ courts to protect its rights and interests, or to enforce the obligations of the other.

19.              GOVERNING LAW

Our agreement with you shall be governed by and interpreted in accordance with Dutch law.

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