End User Terms
In this terms, reference is made to “we”, “us” or “our”. In these cases reference is being made to Govin. Govin is the tradename of Govin B.V., a limited liability company a limited liability company with its principal place of business at Herengracht 280 (3rd floor), 1016 BX, Amsterdam, the Netherlands, registered with the Dutch Chamber of Commerce under number 83058494.
These End Users Terms may be amended from time to time. We refer to the “Changes” section below. The last update was on 13 November 2023.
2. The relation between you and us
Govin on the one hand and (a stakeholder affiliated with) your organisation on the other hand (our “Customer”) entered into a subscription agreement (the “Contract”), which empowers the latter to create a centralized governance hub on our Platform (the “Service”). Our customer has invited you and others to join its hub as an user. For example because you are a board member or otherwise associated with an organisation.
Our Customer determines who obtains access the hub on our Platform and also controls the content contained therein. The former means that your access may be revoked or limited by our Customer (for example if you are no longer a board member). These decisions are made at the sole authority of our Customer and any questions related thereto should be addressed to our Customer.
By uploading, storing, transmitting, submitting or otherwise making available material (“Customer Data”) to the hub on our Platform, you agree that the Customer Data is owned and controlled by our Customer. This provides our Customer with a range of choices and control mechanisms, including the ability to manage (role based) permissions, retention periods and (data) exports, and may result in access, use, disclosure, alteration or deletion of Customer Data by the Customer.
3. Your activity on our Platform
Users are responsible for all activities that occur from their account. If you are using our Platform, you agree:
- to keep your account details confidential (including not disclosing these details with other persons within or stakeholders of your organisation) and to change your password frequently;
- to monitor your account activity and immediately contact Govin and the organization you are affiliated with if you suspect any unauthorized use of your account;
- to provide accurate and complete information about yourself and in particular not impersonate any person or entity or otherwise misrepresent your affiliation with any person or entity;
- not to use the Platform for acts that are contrary to the provisions of these End User Terms, in a manner that exposes us to reputational damage and for any other unlawful practices, including acts contrary to applicable laws and regulations;
- not to use the Platform in a way that violates or infringes rights of Govin or others, including but not limited to (i) data and privacy protection rights and (ii) intellectual property rights;
- not to circumvent or disable any of the Platform’s security features;
- not to remove or amend any intellectual property indications, including but not limited to copyright notices and trademarks;
- not to modify, reproduce, decompile or reverse engineer Govin’s Platform;
- not use the Platform to upload, post, store, transmit, distribute or otherwise make available (i) any virus, trojan horse, spyware, malware, worms, bots, apps, plug-ins or other harmful material which may impair or disrupt the Platform or an operation of any other computer or (ii) any material that is offensive, libellous, threatening, obscene, pornographic, discriminatory or incites or promotes illegal acts.
- not to engage in practises as unsolicited solicitation, advertising and spamming.
Govin or the Customer may terminate or suspend your access to the Platform if you violate any term in this agreement.
The user agrees to indemnify and hold harmless Govin, its affiliated entities, directors, officers, employees and service providers against any third party claim related to the violation by the user of any term in this agreement.
5. Privacy & data protection
6. Intellectual property
All intellectual property rights with respect to the Platform are vested in Govin. This also applies to intellectual property rights relating to software updates and/or improvements, also if these updates are based on suggestions and/or feedback of users of the Platform.
Govin does not claim ownership with respect to Customer Data. To the extent not already licensed to us under the Contract with the Customer, you grant us a non-exclusive, worldwide, royalty-free, sublicensable, license to host, use, distribute, modify, copy and translate Customer Data for the purpose of providing and improving the Service.
7. Disclaimer and limitation of liability
The Service is provided on a “as is” and “as available” basis. Govin does not make any representations or warranties with respect to the suitability, accuracy and completeness of the Platform or its content. Govin does not warrant that its Service is free from faults or limitations and the use of the Service is at User’s own risk.
The Service does not constitute legal, tax or professional advice and should not be relied on or treated as a substitute for advice. Govin is not liable for any loss that may arise from any reliance by the user on (the content on) the Platform.
Unless you are also a Customer (and not withstanding any arrangements included in our Contract with the Customer regarding a limitation of liability) or if provided by applicable law, Govin or any of its affiliated entities are not liable for damage to business interruptions, loss of (electronic) data or any other loss or damage arising out or in connection with User’s use of the Platform.
We reserve the right to amend these End User Terms at any time, for example to address legal or regulatory changes and/or amendments to features on our Platform. If we implement material changes to these terms, we will update you via the notification centre of our Platform and/or by e-mail. The latest changes in our End User Terms are mentioned at the top of this page (under “Introduction”).
Any amendment will become effective two weeks after its announcement. Continued use of the Platform after lapse of the aforementioned term constitutes acceptance to the revised End User Terms. Please contact Govin if you do not agree to any of the changes made. In such case, we will terminate your access to the Platform.
9. Term and termination
These End User Terms are applicable to all of our users and apply until Customer’s Contract expires or terminates or if your access to the Platform is terminated by the Customer or us (for example in case of violation of the End User Terms). Please note that you could be an User under more than one (1) governance hub and that these End User Terms remain in force if you are an user at least one hub.
The provisions regarding Section 2 (The relation between you and us), Section 3 (Your Activity on the Platform), Section 4 (Indemnification), Section 6 (Intellectual Property), 7 (Disclaimer and limitation of liability) and 10 (Final provisions) shall survive termination or expiration.
10. Final provisions
These End User Terms are governed by Dutch law and all disputes arising out or in connection with these End user Terms shall be submitted to the competent court in Amsterdam, the Netherlands, except if mandatory rules of jurisdiction regarding consumer contracts would prevent this choice.