Acceptance of Terms

Introduction

The following Terms of Service ("ToS") are between you (the “User”, “Customer”, “you”, “your”) and Itemzen (“we”, “our”) and constitute a legal agreement that governs your use of the Itemzen Application (accessible at https://app.itemzen.com) and Website (accessible at https://itemzen.com, collectively referred to as the "Service"). You must agree to these ToS before you can use the Service. You agree to these ToS by (a) actually using the Service or any parts thereof, or (b) clicking a box that indicates you agree to the Service, where such a box is made available to you.

If you do not agree to any of the following terms, you must refrain from using the Service. You should print or otherwise save a copy of these ToS for your records. Itemzen as used in these ToS is a marketing brand of and is used interchangeably to refer to Langsweirdt BV, a limited liability company registered in the Kingdom of Belgium under VAT number 0672.420.826, having its administrative offices in Belgium, B-8000 Bruges, Potterierei 60. All contact information is to be found on the impressum page of the Website.

Eligibility

To use and/or register for the Service you must be: (a) of legal age to form a binding contract with Itemzen, and (b) cannot be a person barred from receiving the Service under any applicable jurisdiction, including the country in which you reside or from where you use the Service.

By accepting these ToS you represent that you understand and agree to the foregoing.

Updates

Itemzen may update or change these ToS from time to time and recommends that you review the ToS on a regular basis. You can review the most current version of the ToS at any time at https://itemzen.com/legal/terms. If Itemzen makes a change to the ToS, it will post the revised ToS on its Website at the link as herein noted. You understand and agree that your continued use of the Service after the TOS has changed constitutes your acceptance of the ToS as revised. Without limiting the foregoing, if Itemzen makes a change to the ToS that materially impacts your use of the Service, Itemzen may post notice of any such change on its Application and Website and/or email you notice of any such change to your Itemzen account.

Access to the Service

Features

The User has access to the Features of the Application as described on the Website, in the form and according to the technical means and functionalities that Itemzen deems most appropriate.

The accessible Features and Resources vary according to the selected subscription, namely Free, Business or Enterprise, or any other subscription offered and detailed on the Website.

Fees

You are required to pay the fees for the use of the Features (and thus including the License) as indicated on the Website. The fees vary according to the subscription selected.

The fees for the use of the Features are paid on the fourth (4th) day of each month or for a period of twelve (12) months in the case of an option for annual payment. By way of exception, following the expiry of the trial period, the fees are paid on the termination date on a pro-rata basis based on the number of days between the termination date and the fourth (4th) day of the next month.

Itemzen does not refund the fees for the use of the Features, whether paid on an annual or monthly basis. In particular, the lack of use of the Features following payment, the deactivation of the account or the transmission of a termination request does not entitle to a refund of the payments made to Itemzen.

Your invoices are available in the Application. We reserve the right to change the fees or billing terms from time to time in accordance with the ToS.

The payment methods accepted are those listed on the Website at the time of payment. By adding a payment method to the Service, you agree to be charged for any unpaid, current or expired subscription periods.

User Account

Registration

To use the Features, you must first register with Itemzen by creating a user account (“User Account” or “account”). You may enter payment details as part of registering, but these are not required to qualify for a free trial period or access to the “Free” offer.

All the information that we request you to provide in connection with the registration must be true, accurate and complete. If we have any reason to believe that such information is not true, accurate or complete, we may refuse your access to the Application, or any of its functionalities, and deny, terminate or suspend your account.

You may only have one User Account at a time. You may not use the Features or create an account on behalf of someone other than yourself. You may not act as a broker, agent or intermediary of any kind.

You are responsible for keeping your account password and login information secret. ou agree to keep your secret information and password confidential and to not share them with anyone else and to immediately notify Itemzen of any unauthorized use of your Account or breach of security. Itemzen cannot and will not be liable for any loss or damage arising from your failure to comply with this section.

You must not provide any misleading or fraudulent information. Providing false information on your account is strictly prohibited and will lead to termination or suspension of your account.

Identity Verification

In order to ensure Itemzen remains a safe platform for all of our users, and for us to comply with applicable laws which we are subjected to, we may have to verify your identity to access the Features we offer.

License

Itemzen grants you a limited, non-exclusive, non-transferable, non-sublicensable license for the duration of your commitment to the asset management software developed by Itemzen (the "Itemzen Software") and its updates (the "License") in order to use, install and run the Itemzen Software licensed hereunder solely for your own business purposes.

The License is conditional upon the regular payment of the fees for the access to the Features, as referred to in these ToS.

You acknowledge and agree that the Itemzen Software, including its sequence, structure, organization and source code, constitutes valuable intellectual property rights, including copyrights, trademarks, service marks, trade secrets, patents, patent applications, contractual rights of confidentiality, or any other intellectual property or exclusive rights, which are owned by Itemzen or its suppliers. The Itemzen Software is licensed, not sold to you, and no title or ownership of the Itemzen Software or any related intellectual property rights are being transferred under these ToS or any other agreement. The Itemzen Software shall remain the sole property of Itemzen and all related rights, titles and interests not expressly granted to the Customer by these ToS is reserved to Itemzen.

Nothing in these ToS shall be deemed to grant, on any basis, a license under any existing or future patents. You acknowledge and agree that in the course of providing the Features, Itemzen may create other software and other intellectual works that are wholly owned by Itemzen.

Account Termination

Termination by You

You may terminate your account and/or stop using the Service at any time. Termination of the account can be initiated from within the Application, or otherwise by contacting Itemzen support at hello@itemzen.com. Any fees paid by you prior to your termination are nonrefundable (except as expressly permitted otherwise by these ToS), including any fees paid in advance for the term during which you terminate. Termination of your account shall not relieve you of any obligation to pay any accrued fees or charges.

Termination by Itemzen

Itemzen may at any time, under certain circumstances and without prior notice, immediately terminate or suspend all or a portion of your account and/or access to the Service. Cause for such termination shall include, but not be limited to: (a) violations of the ToS or any other policies or guidelines that are referenced herein and/or posted on the Service; (b) a request by you to cancel or terminate your account; (c) discontinuance or material modification to the Service or any part thereof; (d) a request and/or order from law enforcement, a judicial body, or other government agency; (e) where provision of the Service to you is or may become unlawful; (f) unexpected technical or security issues or problems; (g) your participation in fraudulent or illegal activities; or (h) failure to pay any fees owed by you in relation to the Service. Any such termination or suspension shall be made by Itemzen in its sole discretion, without any refund to you of any prepaid fees or amounts, and Itemzen will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Service.

Effects of Termination

Upon termination of your account you lose all access to the Service and any portions thereof, including, but not limited to, your account and linked organizations. In addition, Itemzen shall delete all information and data stored in or as a part of your account including, but not limited to, database records, data files and preferences. Any individual components of the Service that you may have used subject to separate software license agreements (e.g. backup software) will also be terminated in accordance with those license agreements.

Confidential Information

The term "Confidential Information" means any information disclosed by one party (the "Discloser") to the other party (the "Recipient") during the the access to, or the use of, the Features, which is disclosed in writing or orally and which is identified as "Confidential" or which is to be considered in the circumstances of its transmission as confidential by the Recipient. Notwithstanding the foregoing, Itemzen’s "Confidential Information" includes any information, in whatever form, disclosed by Itemzen which relates to the Itemzen Software and which is not publicly known.

Recipient shall treat as confidential any Confidential Information provided by Discloser, shall not use such Confidential Information except with the prior written consent of Discloser, and shall not disclose such Confidential Information to third parties without the prior written consent of Discloser, it being specified that Recipient may disclose such Confidential Information to its employees and contractors for business purposes, provided that such employees and contractors are obligated to the same extent to comply with the confidentiality agreement concluded with Discloser. Recipient shall be responsible for all acts and omissions of its employees and contractors where such act or omission would constitute a breach of the terms as if committed by Recipient.

Notwithstanding the foregoing, the restrictions of this Article shall not apply to information that: (a) was independently developed by Recipient without recourse to Discloser’s Confidential Information; (b) is made known to Recipient, without restriction, by a third party without violating these ToS and which was within the right to disclose; (c) was in the public domain at the time of disclosure or enters the public domain without act or omission of Recipient; (d) was rightfully known by Recipient, without restriction, at the time of disclosure; or (e) is disclosed pursuant to an order or requirement of a court, administrative body, or any other governmental body; provided, however, that Recipient shall immediately notify Discloser and use its best efforts to prevent public disclosure of such information. Recipient shall, upon request by Discloser, return the originals, copies, reproductions and summaries of the Confidential Information and all other tangible materials and devices provided to Recipient as Confidential Information, or, at Discloser’s option, certify that it has destroyed the same.

Third Party Materials

Certain Content, components or features of the Service may include materials from third parties and/or hyperlinks to other web sites, resources or Content. Because Itemzen may have no control over such third party sites and/or materials, you acknowledge and agree that Itemzen is not responsible for the availability of such sites or resources, and does not endorse or warrant the accuracy of any such sites or resources, and shall in no way be liable or responsible for any Content, advertising, products or materials on or available from such sites or resources. You further acknowledge and agree that Itemzen shall not be responsible or liable in any way for any damages you incur or allege to have incurred, either directly or indirectly, as a result of your use and/or reliance upon any such Content, advertising, products or materials on or available from such sites or resources.

Disclaimer of Warranties

Some jurisdictions do not allow the exclusion of certain warranties, as such, to the extent such exclusions are specifically prohibited by applicable law, some of the exclusions set forth below may not apply to you.

You expressly understand and agree that your use of the Service is at your sole risk and the Service is provided on an "as is" and "as available" basis. Itemzen and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors expressly disclaim all warranties of any kind, whether express or implied, including but not limited to the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. In particular, Itemzen and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors make no warranty that (i) the service will meet your requirements; (ii) your use of the service will be timely, uninterrupted, secure or error-free; (iii) any information obtained by you as a result of the service will be accurate or reliable; and (iv) any defects or errors in the software provided to you as part of the service will be corrected.

Any material downloaded or otherwise obtained through the use of the service is accessed at your own discretion and risk, and you will be solely responsible for any damage to your device or loss of data that results from the download of any such material. You further acknowledge that the service is not intended or suitable for use in situations or environments where the failure or time delays of, or errors or inaccuracies in, the content, data or information provided by the service could lead to death, personal injury, or severe physical or environmental damage. No advice or information, whether oral or written, obtained by you from Itemzen or through or from the service shall create any warranty not expressly stated in the ToS.

Limitation of Liability

Some jurisdictions do not allow the exclusion or limitation of liability for incidental or consequential damages, as such, to the extent such exclusions or limitations are specifically prohibited by applicable law, some of the exclusions or limitations set forth below may not apply to you.

You expressly understand and agree that Itemzen and its affiliates, subsidiaries, officers, directors, employees, agents, partners and licensors shall not be liable to you for any direct, indirect, incidental, special, consequential or exemplary damages, including, but not limited to, damages for loss of profits, goodwill, use, data, cost of procurement of substitute goods or services, or other intangible losses (even if Itemzen has been advised of the possibility of such damages), resulting from: (i) the use or inability to use the service (ii) any changes made to the service or any temporary or permanent cessation of the service or any part thereof; (iii) the unauthorized access to or alteration of your transmissions or data; (iv) the deletion of, corruption of, or failure to store and/or send or receive your transmissions or data on or through the service; (v) statements or conduct of any third party on the service; and (vi) any other matter relating to the service.

Indemnity

You agree to defend, indemnify and hold Itemzen, its affiliates, subsidiaries, directors, officers, employees, agents, partners and licensors harmless from any claim or demand, including reasonable attorneys' fees, made by a third party, relating to or arising from: (a) any Content you submit, post, transmit, or otherwise make available through the Service; (b) your use of the Service; (c) any violation by you of these ToS; or (d) your violation of any rights of another. This obligation shall survive the termination or expiration of these ToS and/or your use of the Service. You acknowledge that you are responsible for all use of the Service using your account, and that these ToS apply to any and all usage of your account. You agree to comply with these ToS and to defend, indemnify and hold harmless Itemzen from and against any and all claims and demands arising from usage of your account, whether or not such usage is expressly authorized by you.

Governing Law

Except to the extent expressly provided in the following paragraph, these ToS and the relationship between you and Itemzen shall be governed by the laws of the Kingdom of Belgium, excluding its conflicts of law provisions. You and Itemzen agree to submit to the personal and exclusive jurisdiction of the courts located in B-8000 Bruges, Belgium to resolve any dispute or claim arising from these ToS.

General

These ToS constitute the entire agreement between you and Itemzen, govern your use of the Service and completely replace any prior agreements between you and Itemzen in relation to the Service. You may also be subject to additional terms and conditions that may apply when you use affiliate services, third-party content, or third-party software. If any part of these ToS is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. The failure of Itemzen to exercise or enforce any right or provision of these ToS shall not constitute a waiver of such right or provision. You agree that, except as otherwise expressly provided in these ToS, there shall be no third-party beneficiaries to this agreement. Any translation of these ToS is done for local requirements and in the event of a dispute between the English and any non-English versions, the English version of these ToS shall govern. You agree that any claim or cause of action arising out of or related to these ToS or the use of the Service must be filed within one (1) year after the cause of action arose or be forever barred.

Questions

Any questions regarding these ToS should be addressed to hello@itemzen.com.