TERMS AND CONDITIONS
TABLE OF CONTENTS
0. COMPANY DATA I. DEFINITIONS II. USE OF THE PLATFORM III. DATA PRIVACY I. LOGIN DATA II. COLECTION OF DATA IV. DATA STORAGE V. COOKIES VI. WEB ANALYSIS VII. LINKS TO OTHER WEBSITES VIII. MEWSLETTER IX. CONFIDENTIALITY AND DATA PROTECTION IV. SUPPORT SERVICES V. LICENCE FEES AND TERMS OF PAYMENT VI. WARRANTY VII. INTELLECTUAL PROPERTY RIGHTS VIII. LIFE AND TERMINATION OF THE AGREEMENT IX. LIABILITY AND INDEMNIFICATION X. FORCE MAJEURE XI. APPLICABLE LAW XII. MISCELLANEOUS
0. COMPANY DATA
Our website address is https://youwindrenewables.com and our IT Platform includes different apps: Youwind Model, Pixel+ and Optiwindow which are placed under the domain https://app.youwindrenewables.com/
Youwind Renewables ehf. is a company registered in Iceland at Valhúsabraut 14, IS-170 Seltjarnanes with organization registration number SSN: 551019-0390 and VAT number 136128.
Youwind Capital, is a company registered in Spain at Av. Carles III 58-60, F Comercial, entl.7ª 08028 Barcelona with VAT number ESB67214452.
This website and all material, services and products including everything under the trading name Youwind Renewables are the copyright of Youwind Renewables ehf and Youwind Capital SL. All rights reserved 2021-2030. Youwind Renewables ehf and Youwind Capital SL will be referred in this document onwards as Youwind Renewables or Youwind.
I. DEFINITIONS
“Agreement”: Agreement refers to this Terms and conditions published at the website.
“Commercial proposal” means the purchase documents that have been agreed and signed by licensee and Youwind Renewables.
“Licence”: definition according to section II below. The Products are not sold but licensed to Licensee.
“Licensor”: this is Youwind Model, Pixel+ and OptiWindow the trading name of the IT Platform, which is wholly owned by Youwind Renewables.
“Licensee”: the applicant is designated as Licensee. The services offered by Youwind Renewables under these terms and conditions are designed specifically to be used by companies, professionals and entrepreneurs within their professional activity. Therefore, these services cannot be used and are not offered to consumers and individual users.
“Client” also refers as Licensee/user in this document.
“Licence Fees”: the Licence Fees depend on the package selected by the Licensee and are subject to change according to the purchase document.
“Platform”: the Licensor operates a cloud-based IT solution where the Licensee can access at https://app.youwindrenewables.com/
This platform includes data, images, text, software, formulas, APIs (application programming interfaces), link to other websites, tools, and other information and materials delivered by Youwind Renewables.
The language of the Platform is in English.
Our IT Platform is wholly owned by YOUWIND Renewables.
“Product Support”: Product Support refers to the standardized support in case of functional events and malfunctions of the Platform. Product Support does not include Consulting Services.
“Product Training”: Product Training means an introduction from Licensor to Licensee on how to use the Platform. An Onboarding procedure is included in your package described in the commercial proposal. In addition, there are video tutorials and an online user guide available for you.
“Reasonable Efforts”: means efforts in terms of resources and time that may be reasonably expected by Licensee in accordance with industry standards.
“Scope of Licence”: the Scope of Licence depends on the package selected by the Licensee according to the currently valid description in the commercial proposal.
“Support Services”: means Product Training, with IT support and onboarding sessions.
II. USE OF THE PLATFORM
1. The Licensor grants the Licensee access to the Platform. The functionality of the Platform will be unlocked when the invoice has been issued.
2. The Licensor reserves the right to update or modify the Platform during the life of this Agreement. At its sole discretion Youwind may from time to time develop and make available to Youwind’s clients, enhancements, upgrades, updates and features, improvements, modifications, extensions and other changes to the IT platform. The Licensor is not obliged to inform the Licensee of any such updates. However, Youwind Renewables will use reasonable efforts to notify Licensee. Such updates may be subject to planned downtime and occur without notice. Client hereby authorizes Youwind to implement such changes. Results in the IT Platform are subject to change due to improvements and new deployments in the system that will increase the accuracy of the values and results.
If, following a development, enhancement, upgrade, update, new features, improvements, modifications, extensions and other changes to the IT platform by the Licensor, Licensee can no longer utilise the product for the purpose of which it entered into this product offering. Licensee must communicate it to the Licensor who will make reasonable efforts to remedy it and guarantee that the well-functioning of the past features. In case of no success after 30 days trying to remedy it, the Licensor may terminate this license agreement, Licensee is entitled to recover any subscription fee paid for the period following the termination notice until the date until which its subscription is paid up to.
Nevertheless, the Licensor shall not be obliged to make any improvements to the Platform.
3. Youwind Renewables hereby grants to Client a nontransferable (non-sublicensable), non-exclusive license during the Subscription Term, to allow Authorized Users to access and use the platform for its business purposes. The Licensee will have the non-exclusive, limited, non-assignable, and non-sublicensable right to use the Platform in the applicable Scope of License in compliance with the specific clauses listed in this document and according to the applicable law.
4. The licensee is responsible for all activity occurring under Authorized User accounts and for each Authorized User’s compliance with all terms and conditions of the Agreement. Client shall have sole responsibility for the accuracy, quality, integrity, legality, reliability and appropriateness of all Client Data generated, uploaded and transmitted by Client and Authorized Users. The use of the Platform shall not exceed the agreed Scope of the License. The Licensee shall have to register all users with the Licensor before use.
5. No sharing, advertising or promoting of the login credentials (user name and password) to third parties (incl. subcontractors) is permitted. In case of a violation, the Licensor may terminate the Agreement without notice.
6. Unless specified in the license, any form of reproduction, distribution, public communication, modification, and generally any other act of exploitation or commercial use or any other use of the whole or a part of the platform (data, images, texts, contents, Software, APIs, tools, materials, etc) is forbidden for the licensee as well as of the database and specifically the software, except for if they have previously received the specific authorization of Youwind Renewables. Particularly, the client cannot modify, alter, suppress, eliminate, reproduce, publish, transmit, retransmit, cede, distribute, diffuse, put at the disposal, sell or resell the contents of the web and the IT platform.
7. The Licensee shall be responsible for any contents (inputs) and may, in communicating with third parties, in no case imply that the Licensor has influenced in any form said contents, provided consultancy, or will assume any liability whatsoever.
8. If results are shared with third parties, the Licensee itself shall expressly be responsible to enter into a confidentiality agreement or other contractual arrangements with such third parties.
9. The Licensee hereby guarantees to the Licensor that any contents posted on or uploaded to the Platform by Licensee are lawful and do not infringe the rights of third parties (in particular but not limited to intellectual property rights, non-disclosure agreements, trade secrets, data-privacy and personal rights) or violate any laws or regulatory provisions in any other way. Licensor is not obligated to actively monitor Licensee’s contents. If Licensor receives a notice from a person affected by allegedly unlawful content made available on the Platform by the Licensee, Licensor may partially or completely block access to Licensee’s contents at its own discretion. The Licensee shall defend, indemnify and hold the Licensor harmless against any claims, actions, liabilities, costs and expenses by third parties arising from or related to any content uploaded by the Licensee to the Platform, except in situations described in Section VI.3 and VI.4.
III. DATA PRIVACY
The following section is to inform you of what personal data is collected and how it will be processed, used, and protected.
I. Login Data
If you wish to use the Platform, you have to register with your e-mail address and a password. If this data changes after registration, you need to immediately update your user account accordingly. You are obliged to keep your login credentials secret and safe from any access by unauthorized third parties. Should you lose the login information, or should you suspect that they are being used by an unauthorized third party, you should notify us immediately. We will help you to rectify this issue as soon as possible, however note that Youwind will not be in any way accountable for any potential data breach due to a misuse/bad practices of the Licensee.
II. Collection of Data
The IP address currently used by your computer, the traffic source, the date and time, the browser type and the operating system of your computer as well as the pages visited will be logged whenever you visit our Website and/or use the Platform. This data is collected for technical and statistical reasons.
You expressly agree that your personal data will be collected, processed, and used for the purpose detailed hereinafter. You can revoke your consent at any time without any adverse consequences. In the event of revocation, your personal data will be deleted upon receipt of the notice. Note that the project data collected within the Platform will remain your property, is encrypted in transit end to end, will not be processed and will be kept strictly confidential.
Personal data will be processed in accordance with all applicable data protection laws (including any revisions). Such personal data will mainly include names, addresses, e-mail addresses as well as additional personal or corporate data, such as we shall collect in individual cases.
II. Data Transfer to Third Paties
Youwind will take all reasonable steps to protect your personal data and prevent unauthorized access. We assure you that we shall not pass your personal data to any other third parties, unless we are obligated to do so by law or unless otherwise described in the data privacy section.
IV. Data Storage
Personal data which have been communicated to us through our website/IT platform shall only be stored until the purpose has been fulfilled for which they were entrusted to us. To the extent that we shall have to comply with mandatory retention periods due to commercial and fiscal law, certain data may be stored for a longer period as required by law.
Should you no longer agree with the storage of your personal data or if personal data has become incorrect, we shall delete, correct, or block your personal data upon your request and within the scope of the statutory provisions. You can also request information about all personal data we hold about you. You may at any time revoke any consent given to us to process your personal data.
V. Cookies
“Cookies” are small files that your Internet browser stores on your computer. If you wish, you can prevent the storage of cookies on your computer by the respective settings of your Internet browser. Please note that this may restrict the functionality and scope of our service. If you visit our Website and/or Platform from a public computer, we recommend that you manually delete all browser data after your visit.
VI. Web Analysis
If you interact with our Website, we shall receive and store certain information. We shall, for instance, receive and automatically save information in our server logs of your browser, including your IP address, browser type, and your language, the referenced/exit pages and URLs, the additional browser history, type of platform, number of clicks, landing pages, cookie information, the pages you access and look at, the time spent on specific pages as well as the date and time. We shall only and exclusively use these data in aggregated form, that is, as a statistical measure and not in any way that would identify you personally. As part of this use of information, we may use external services. The following services enable Youwind to monitor and analyse web traffic and to keep track of user behaviour when using the Website (to the exclusion of the Platform) such as Google Analytics, Google Adwords, Google Search Console, Meta (Facebook, WhatsApp and Instagram) Twitter, Hotjar viewer tracking, LinkedIn, etc.
VII. Links to Other Websites
Our website and platform may contain links to other websites. These websites are not operated by us and, therefore, we have no influence on their content or their privacy practices. We therefore recommend that you carefully read and check the data-privacy statements offered by such websites.
VIII. Newsletter
In using the Youwind platform with your e-mail address you are giving permission for us to send you the Newsletter, including advertisements for own, similar products and services or surveys for the purpose of our own market research. The marketing recipient may terminate its subscription by following the “Unsubscribe” functionality in the mail or by contacting us.
IX. Confidentiality and Data Protection
1. The Licensor takes the issue of data protection and confidentiality seriously and, therefore, adheres to the applicable data-protection regulations (including any revisions). Personal Data shall be processed in accordance with all applicable data protection laws and the Data Privacy Statement. Licensee expressly declares its consent that personal data will be collected, processed, and used for the purpose detailed above. Licensee can revoke its consent at any time without any adverse consequences. In the event of revocation, Licensee’s personal data will be deleted upon receipt of the notice within the next working day.
2. The Parties expressly agree to treat the contents of this Agreement and any know-how of the Parties thereto as well as all other proprietary information (“Confidential Information”) one of the Parties may have obtained within the scope of the execution of this Agreement, either directly or indirectly, in writing, orally, electronically, or in any other manner as confidential. Confidential Information shall include data uploaded by the Licensee to the Platform as well as the functions of the Platform. Information shall not be considered to be confidential if it (i) is common knowledge, or has been lawfully disclosed by a third party; (ii) was publicly known or shall be so without violating this Agreement, or because the information becomes or became known due to a violation of the obligation to keep secrecy by the other Party; (iii) was lawfully disclosed by a third party to one of the Parties, or (iv) was already lawfully and without being subject to an obligation to keep secrecy known to the Parties before this Agreement.
3. Each Party shall treat any Confidential Information as strictly confidential and secret and refrain from disclosing it to any third party or make it available in any other manner. Excluded shall be a notification: (i) the hosting provider, who shall need said information for the purposes of this Agreement and who are, in turn, subject to an obligation to maintain confidentiality that is at least equally as stringent as the present one; (ii) insofar as applicable, mandatory statutory provisions require such notifications, with all reasonable steps to limit such disclosure and ensure confidential treatment to be taken.
4. Each Party shall take all reasonable precautions to protect the Confidential Information of the other Party and avoid any dissemination of such information.
5. Each Party shall immediately notify the other Party, if it becomes aware of an unauthorized use or disclosure of Confidential Information or if it has reasonable grounds to assume that such an unauthorized use or disclosure has occurred.
6. At the written request of the disclosing Party, the receiving Party shall immediately have to destroy or return any and all written, electronic, or otherwise archived documents, files, and copies thereof, which contain Confidential Information, including memoranda, notes, and other documents based on or containing Confidential Information. At the written request of the disclosing Party, the receiving Party shall have to confirm the destruction of any and all Confidential Information in accordance with this clause. Irrespective of this, the receiving Party shall be released from its obligation to destroy or return Confidential Information to the extent that it shall be obligated to store such information because of legal requirements (such as the obligation to keep business records).
7. The obligations to maintain confidentiality under this Section (Confidentiality and Data Protection) shall remain in force even after the expiry or termination of this Agreement, for as long as said Confidential Information shall not be a matter of common knowledge or have been destroyed or returned respectively.
8. Each party shall treat as confidential and keep secret any knowledge, information or documentation on the other party’s internal affairs, projects, products, financial status, business operations etc., including information contained or embodied in the Products and these Terms. This obligation shall remain in force after termination of these Terms for any reason.
IV. SUPPORT SERVICES
1. All information provided in the Youwind IT platform is made available on the understanding that users will exercise their own skill and care with respect to the use of the IT platform.
2. The proper use of the Platform requires expert and subject-specific wind energy and financing knowledge. The Licensee confirms it will accompany or execute transactions or be an operator of same, but not limited, as a professional investor, project developer, project seller, bank, or consultant of renewable-energy power plants. For this purpose, the Licensee will use the Platform. The onboarding procedure is included in the subscription.
3. IT Functional Service Support will be covered by e-mail to support@youwindrenewables.com and if necessary, through online calls. More information is included in your Commercial proposal.
4. The Licensor offers no hot-line function which is available at all times.
5. The Licensor shall be free to mandate partner companies as subcontractors or assistants for Support Services.
6. Licensor provides its Support Services on a Reasonable Efforts basis. A particular success shall not be owed. No specific Resolution Time is guaranteed.
V. LICENSE FEES AND TERMS OF PAYMENT
1. Licence Fees and terms of payment are included at the Commercial proposal. All fees mentioned are exclusive of any applicable taxes (e.g. VAT), duties, or other charges, which may be either directly or indirectly levied due to the Licences granted and/or the provision of services.
2. The Subscription to the Youwind Renewables Applications is granted solely to Authorized Users and shall not be shared with any third parties. The number of Authorized Users accessing the Youwind Renewables Applications shall not exceed the maximum number agreed in the commercial proposal.
3. User Subscriptions are for named users and cannot be shared or used by more than one user but may be reassigned from time to time when Authorized Users have terminated an employment or some other prior relationship with Client, or otherwise no longer require ongoing use of the IT platform.
Users must be employees of the customer ort its affiliates and should register with their company’s mail. Customer’s affiliates can utilize the platform provided they are in the subscriber limit. In case of subcontractors/third parties, it will require prior written authorization from Youwind. If the user gives access without permission Youwind will ask for compensation for damages.
4. Client shall use all reasonable endeavours to prevent unauthorized access to, or use of, the platform Applications and notify Youwind immediately of any unauthorized use of any password or account or any other known or suspected breach of security.
5. The client will be able to upgrade the contracted package at any time during the duration of the agreement.
6. The number of users may be reviewed at the end of the contract year, to be aligned with the invoicing period. In case more users are needed during the year, they will be invoiced proportionally for the months left to the renewal date.
7. Suspension for Non-payment:
Youwind will provide The Client with notice of non-payment of any amount due if needed. Unless the full and undisputed amount has been paid, Youwind may suspend The Client access to any or all subscriptions ten (10) days after such notice.
VI. WARRANTY
1. The Licensor warrants to Licensee that the Platform will work substantially as described in the documentation, provided the Licensee uses a current browser version and has a sufficiently fast Internet connection; its error and/or bug-free operation can, however, not be guaranteed. The Platform may not be available, or access may be limited due to maintenance work. The Licensor does not warrant or represent that the content and any information available on or through the Platform (including any third-party content) will be correct, complete or accurate. In addition, the Licensor does not warrant that the service or results can be used for a specific purpose. In particular, the Licensor makes no warranty as to the results. It shall be the responsibility of the Licensee to critically scrutinize the results of the Platform and consider project, asset, wind resource, technical, environmental as well as country-specific features in their interpretation.
2. Youwind IT platform does not remove the onus on the user to perform his/her own due diligence on their wind projects. It does not fall within the scope of Youwind’s obligations to identify discrepancies, errors, inconsistencies or omissions in the information and material Customer provides and generates. Also excluded is any implied warranty by the licensor such as merchantability, non-infringement and fitness for a particular purpose.
3. The generic scope of application requires user wind energy experience and knowledge. If the Platform should not work as described, immediately after having become aware of it and applying due diligence, the Licensee shall have to notify the Licensor of any such defect in writing. Should the Licensor, even after serious attempts at remedying it, not be able to remedy the defect or malfunction, both Parties shall be entitled to terminate this Agreement effective immediately, after a period of 30 days of trying to remedy it.
4. The results of the platform will vary according to the parameters considered by the Licensee. The Licensor will make reasonable efforts to inform the Licensee of the formulas used in the calculations and the parameters considered. The Licensor shall remain liable for system errors exclusively, due to errors in the engineering functions and should be justified technically by the Licensee. In the event content was inaccurately generated, modified or changed due to such system errors, including platform malfunctions, technical bugs or other unforeseeable technical issues beyond the control of the Licensee, Licensee will not be held liable for claims, actions, liabilities, costs, expenses or damages that arise from such events. It should be noted that our IT platform is intended to be used for Early-stage screening for offshore wind projects.
5. In case of a system error as described in Section VI.4 above, the Licensor will make reasonable efforts to remedy such system error, and if there’s no success the Licensee can early terminate the contract, and Licensor will be liable for it. This liability shall be limited exclusively to the amount paid to Youwind for the license for the software of the previous 12 months as well as any amount paid to Youwind upfront for an upcoming subscription period that caused the damages or that is the subject matter of, or is directly related to, the cause of action.
6. Any analysis and report made with any IT system or advisory from Youwind Renewables is confidential and contains proprietary intellectual property.
7. No representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by us to any party other than the Client or licensee, except for the situations as described in Section VI.3 and VI.4. Our work does not in any way purport to include any technical or financial advice or opinion. We disclaim all and any liability from any report, or any information contained in Youwind IT systems and we accept no responsibility for any error generated by the customer.
VII. INTELLECTUAL PROPERTY RIGHTS
1. The Licensee expressly acknowledges the intellectual property rights and, in particular, the copyrights, name and any possible design and trademark rights of the Licensor in the Platform (especially in the programs on which it is based, the appearance, the graphical user interface, and all contents) as well as in the results of the Platform and trade names and logos of the Licensor (hereinafter called “Youwind”).
2. Licensee recognizes that Licensor (and its licensors) holds any and all ownership, copyrights and other intellectual property or industry rights in and to the Products, including but not limited to the code to any software or algorithms used in the production of the Products. This also applies to any changes, adjustments, upgrades etc. hereto. Licensee shall respect such intellectual property rights.
3. The Licensee may neither itself register intellectual property rights identical with, similar to, and/or detrimental to Youwind, nor have such a registration supported or executed by third parties. If such an application for registration should be submitted or has been submitted with support by the Licensee, the Licensee shall – on request by the Licensor – have to refrain from using any such source codes, trade names, symbols, brochures, or designs, and withdraw any such registration or a respective application, or transfer already registered rights to the Licensor without any compensation. In addition, the Licensee shall have to indemnify the Licensor for all costs and expenses (including reasonable attorney’s fees), incurred in connection with the registration or the attempt of such a registration initiated by the Licensee. To the extent permitted by law, the Licensee shall moreover engage, even beyond the life of this Agreement, to refrain from imitating or replicating the Platform, its mode of operation, structure, surface, and design in any way whatsoever to create a competitive solution for commercial purposes.
4. Licensee shall not reverse engineer, disassemble or decompile the Products or any software comprised by the Products, except where and only to the extent that such operations are permitted by applicable mandatory law.
5. Licensee shall not break or change any codes intentionally. Nor shall Licensee change or remove any marks and/or notices concerning copyright, trademarks or other rights, or references hereto stated in the Products or on the medium upon which the Products may have been delivered.
6. The Licensee retains all rights to the data and content it uploads to the Platform (“Own Data”). The Licensee hereby grants the Licensor the non-exclusive, worldwide, and free right to save, display, reproduce, transfer, forward, edit, and use the Own Data, everything only to the extent necessary to maintain the range of functions of the Platform in favour of the Licensee. Upon termination of this Agreement, the aforementioned right shall expire.
VIII. LIFE AND TERMINATION OF THE AGREEMENTS
1. This Agreement shall be in force from the registration by the Licensee on the Platform and be valid for the fixed duration of Licence Period. The Agreement may be terminated by the Licensor in writing with a specific notice period set at the commercial proposal. If it is not terminated by either of the Parties, it shall automatically be extended by a Licence Period.
2. In the event of a substantial violation of this Agreement by one of the Parties thereto, the other Party may terminate this Agreement without notice and effective immediately.
3. Upon the termination of this Agreement; (i) all Licence and other rights, which the Licensee was granted under this Agreement, shall automatically expire, and (ii) the Licensee shall immediately refrain from any further use of the Platform as well as any Youwind IP. The Licensee itself shall be responsible for archiving the respective results in a suitable manner. The Licensor shall delete any corresponding data of the Licensee’s, irrevocably and without prior notice, upon such a termination of the Agreement
4. In the event of a termination of the Agreement pursuant, any Licence Fees already paid for services no longer provided due to a premature termination shall be refunded proportionally, provided the Licensee was justified in terminating this Agreement for cause.
Early Cancellation. You may choose to cancel your subscription early at your convenience provided that, we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term
5. Provisions of this Agreement which, as to their meaning or contents, shall have to remain in force even after the expiry or termination of this Agreement, in order to accomplish the intended purpose, shall remain in force after the termination of this Agreement.
IX. LIABILITY AND INDEMNIFICATION
1. The Licensor shall have no liability for any direct or indirect damages or losses in connection with this Agreement, including any loss of use or data, interruption of business, lost profits, or any indirect, special, incidental, consequential or punitive damages of any kind regardless of the form of action whether in contract, tort, strict products liability, or otherwise.
2. In particular, the Licensor shall not be liable for the Platform or its content and, in particular, its results being suitable for the purposes of the Licensee. Licensor shall also not be held liable for any contents that may be accessed via the Platform.
3. Licensor expressly excludes liability for any data provided by licensee and any results of error herein. Licensee remains solely responsible for Licensee’s use of the platform and any results and/or reports generated by the platform.
4. Furthermore, the Licensor shall have no liability for services that are mediated as external services of other service providers.
5. Licensor, its employees, affiliates, agents, or licensors shall not be liable to Licensee or any third party for losses or injury caused in whole or part by Licensee’s negligence, nor for any decision made or action taken by Licensee or any third party in reliance on the Products or information contained herein.
6. Licensor’s aggregate liability to licensee in respect of any matters arising out or in connection with these terms, the agreement and the use of the products, shall be limited to the amount paid to Youwind for the license for the software of the previous 12 months as well as any amount paid to Youwind upfront for an upcoming subscription period that caused the damages or that is the subject matter of, or is directly related to, the cause of action.
X. FORCE MAJEURE
1. Neither Party shall be liable to the other Party for damages of any kind, provided the damage was caused, partially or wholly, directly or indirectly, by circumstances outside its control, such as, e.g., fire, floods, or other natural disasters, national strikes, government measures, cybersecurity attacks, embargoes, or downtimes of the communications structure, provided the affected Party shall notify the other Party in writing of such an event of force majeure within reasonable time.
2. If services should, due to force majeure, be lacking for a period of more than thirty (30) days, each of the Parties may terminate this Agreement effective immediately.
XI. APPLICABLE LAW
1. This Agreement and any dispute or claim arising out of or in connection with it shall be governed by the laws of Spain, both as to interpretation and performance.
2. The Parties hereby irrevocably submit to the jurisdiction of the ordinary courts, in Barcelona Spain, with regard to any dispute arising out of or in connection with this Agreement.
XII. MISCELLANEOUS
1. This Agreement shall replace any oral and written agreements entered into to date between the parties in the present context. In the event of a conflict between the provisions of this Agreement and Licensee’s general terms and conditions in the commercial proposal document, the terms and conditions of this Agreement shall prevail.
2. If any provision of this Agreement should be or become invalid or if the Agreement should contain an omission, the validity of the remaining provisions shall remain unaffected. Instead of the invalid provision, a valid provision that comes closest to the one economically intended by the Parties shall be deemed agreed. The same applies in the case of an omission.
3. All modifications and/or amendments to this Agreement shall be in writing. This also applies to the amendment or cancellation of this requirement to use the written form.
4. Without prior written consent by the other Party, any rights arising from this Agreement may not be assigned, with the exception of a transfer of this Agreement or the rights thereof by the Licensor to a subsidiary, affiliate, holding or group company.
5. Third party infringement: Licensor acknowledges and agrees to release, defend, indemnify and hold harmless, at its expense, any third party action or suit brought against Licensee alleging that the Platform/software infringes intellectual property rights held by any third party (“IP Infringement Claim”), and Licensor will pay any damages awarded in final judgment of a competent court against Licensee that are attributable to any such claim; provided that (i) Licensee notify Licensor promptly in writing of such IP Infringement Claim; and (ii) Licensee will grant Licensor sole authority to handle the defense or settlement of any such claim, suit or proceeding and will provide Licensor with all reasonable information and assistance, at Licensor’s expense. Licensor will not be bound by any settlement that Licensee enter into without Licensor’s prior written consent. If the Platform/software becomes, or in Licensor’s opinion is likely to become, the subject of an IP Infringement Claim, then Licensor may, at its sole option and expense (a) procure for Licensee benefit the right to continue using the Platform/Software; (b) replace or modify the Platform/Software to avoid the IP Infringement Claim; or (c) if options (a) and (b) cannot be accomplished despite Licensor’s reasonable efforts, Licensor may accept return of the Platform/Software and grant Licensee a prorated refund for the remaining license period (if applicable). Notwithstanding the foregoing, Licensor shall have no responsibility for IP Infringement Claim resulting from or based on: (i) modifications to the Platform/Software made by a party other than Licensor or its designee; (ii) Licensee’s failure to use updated or modified Platform/Software provided by Licensor specifically to avoid infringement; or (iii) combination or use of the [Platform/Software with equipment, devices or software not supplied or authorized by Licensor or not in accordance with Licensor’s instructions.
6. Changes in laws or case laws as well as adjustments of our business model can make it necessary on occasion to change this Terms and Conditions. On this page, you can always see the latest version of the document https://youwindrenewables.com/terms-and-conditions
However, any changes to the Terms and Conditions agreed upon in this document cannot be made without the written consent of the Licensee.
7. Contact information: If you have additional questions about this Terms and Conditions or would like to submit a request to exercise your rights, please contact us at info@youwindrenewables.com
8. By accepting the present Terms and Conditions, the Licensee confirms having received, read and accept it.
Version: YWTC240802 Last reviewes and updated, August 2024.
