Test License Agreement

for testing a Port of Rotterdam LAB / BETA-products (API and/or Saas)

Please read this Test License Agreement (“License“) carefully before using this Beta version of this Port of Rotterdam Authority Application Programming Interface (“API”) and/or Software-as-a-Service (“SaaS“), both hereinafter referred to as “Beta Product”. You (“Licensee”) can request and can get access to certain data (“Data”) via this Beta Product. The Beta Product and/or the Data are the (intellectual) property of Havenbedrijf Rotterdam N.V. (Port of Rotterdam Authority) and its licensors. Havenbedrijf Rotterdam N.V., situated at Wilhelminakade 909, 3072 AP Rotterdam, The Netherlands (“Licensor”) grants you the right to use the Beta Product and/or Data under the terms and conditions as specified here below.

1.          SCOPE AND LICENSE
1.1        This License governs Licensee’s rights to use and access the Beta Product for the purpose of testing the respective API, SaaS and/or Data for Licensee’s own internal and non-commercial use (“Purpose”). Licensee’s access to and use of the API and Data are governed by the terms and conditions as set forth in this License.
1.2        Subject to this License, including the restrictions set forth in Section 2, Licensor grants to Licensee a royalty free, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term (as defined in Section 8) to: (a) use and make calls to the API solely for the Purpose, and (b) use the Data solely for the Purpose, in accordance with this License.
1.3        Licensor shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into its Beta Products and other products and/or services any suggestions, enhancement requests, recommendations or other feedback Licensor receives from Licensee.

2.          RESTRICTIONS AND OBLIGATIONS
2.1        The licenses granted in Section 1 of this License are explicitly conditioned on Licensee’s adherence to the following restrictions and compliance with its responsibilities as set forth in this Section 2. Therefore, Licensee must comply with all restrictions set forth in this License. If Licensor believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of this License, the license granted to Licensee pursuant to this License may be temporarily or permanently revoked, with or without notice to Licensee and without any kind of compensation for Licensee.
2.2        The Beta Product and/or Data may be used for the Purpose as specified in article 1.1, only. For the avoidance of doubt, the Beta Product and/or Data may explicitly not be used for any commercial purpose and/or not be used for operational business purposes.
2.3        In order to use and/or access the Beta Product, Licensee must obtain a license key (for an API) or login name and login code (for SaaS). Licensee may not share its license key and/or login information with any third party, shall keep such license key and/or login information secure.
2.4        Licensee is not permitted to use the Beta Product and/or any Data in any manner that does or could potentially undermine the security of the Beta Product, the Licensor database or any other data or information stored or transmitted using the Beta Product. In addition, Licensee shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Beta Product, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Beta Product, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Beta Product.
2.5        Licensee will be solely responsible for (a) the technical installation and operation of its own applications linking to the Beta Product and/or using the Data; (b) creating and displaying information and content on, through or within its applications; (c) ensuring that its applications and/or the use of the Beta Product and/or Data do not violate or infringe the intellectual property rights of any third party; (d) ensuring that its applications are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that its applications do not contain or introduce malicious software into the Beta Product and/or any other Licensor system and/or database.
2.6        Licensee will respect and comply with the technical and policy-implemented limitations of the Beta Product and the restrictions of this License in testing and implementing its applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise using the Beta Product.
2.7        This License does not entitle Licensee to any support for the Beta Product and/or Data, nor give any guarantees regarding the availability or interoperability of the Beta Product and/or Data.

3.          CONFIDENTIALLITY
3.1        If and insofar as Confidential Information of Licensor comes to the knowledge of Licensee and/or a third party for whom Licensee is responsible during the performance of the License, the Licensee and/or this third party shall use this information in accordance with the conditions of this License and for the performance of this License, and restrict access to this information to persons who need to become acquainted with it for that purpose. The Licensee guarantee that these persons will be obliged to maintain the secrecy of the Confidential Information and Licensee agrees that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Licensee would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
For the purpose of this License ‘Confidential Information’ means all information disclosed by Licensor to Licensee under this License which is in tangible form and labeled “confidential” (or with a similar legend) or is information, regardless of form, which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to Licensor’s security policies and procedures. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known by Licensee at the time of disclosure; (b) was or is obtained by Licensee from a third party not known by the Licensee to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of this License or another valid License between the Parties; or (d) was or is independently developed by Licensee without the use of Licensor’s Confidential Information.
3.2        The Licensee acknowledges that the Beta Products and/or the Data originating from Licensor are confidential in nature/Confidential Information and contain trade secrets of Licensor and/or its suppliers. Reference is made to Directive 2016/943/EU for the term ‘trade secret’.

4.          DATA PROCESSING
4.1        The Licensee is fully responsible for the (personal) data that it processes in the context of using the Beta Products Licensor provides under this License.  The Licensee guarantees Licensor that its own data used and/or the use and/or processing of the Beta Products and Data are not unlawful and do not infringe any right of a third party.

5.          INTELLECTUAL PROPERTY RIGHTS
5.1        The Beta Products, Data and/or other information, works, products and services of Licensor are the intellectual property of Licensor. Subject to the limited licenses expressly provided in this License, nothing in this License transfers or assigns to Licensee any of Licensor’s intellectual property rights in the Beta Product, Data and/or any other product or service.

6.          LIABILITY, INDEMNITY AND FORCE MAJEURE
6.1        To the maximum extent permitted by law, Parties agree that Licensor will not be liable towards Licensee, its affiliates, officers, directors, employees, agents, suppliers or licensors for any los of profits, lost sales or business, lost data, business interruption, loss of goodwill or any indirect, consequential, incidental or punitive loss or damage, or any other loss or damage incurred by such party in connection with this License, the Beta Product or the Data, regardless of whether a party has been advised of the possibility of or could have foreseen such damages.
6.2        Notwithstanding anything to the contrary in this License, Licensor’s aggregated liability to Licensee or any third party arising out of this License, shall in no event exceed 100,- (one hundred) Euro’s. Any claim arising out of this License must be brought 1 (one) year of the first event or occurrence giving rise to the claim.
6.3        Licensee shall, at its expense, indemnify, defend, and hold Licensor and its affiliates, officers, directors or employees harmless from and against any and all claims by third parties regarding losses, liabilities, damages, actions, proceedings, costs, and expenses (including without limitation reasonable attorney fees) arising out of or relating to Licensee’s use of the Beta Product and/or the Data and/or Licensee’s breach of this License.

7.          DISCLAIMER OF WARRANTY
7.1        To the fullest extent permitted by applicable law, none of Licensor or any of its affiliates, their members, directors, officers, employees, agents and contractors has made or shall be deemed to have made any representations or warranties whatsoever with respect to the Beta Product, Data and/or other services provided by Licensor. The Beta Product, Data and/or other data or services provided by Licensor are provided on an “as is” basis and Licensor expressly disclaims any and all warranties, expressed or implied, including – but not limitation to –  merchantability, fitness for a particular purpose, title and non-infringement of third party rights. Licensor does not warrant that the Beta Product, Data and other services will be uninterrupted or error free, that defects will be corrected, or that the services and data will be free of viruses or other harmful components.
7.2        Licensee acknowledges and agrees that the Beta Product, Data and/or other data or services provided by Licensor may be inaccurate or incomplete and may be subject to error, delay or change.  Reliance upon or use of such Beta Product, Data and/or services shall be at Licensee´s own risk.

8.          TERM AND TERMINATION
8.1        This License enters into force upon acceptance of this License /clicking the “I Agree”-button and/or use of the Beta Product (whatever occurs first) until terminated under this clause 8 (“Term”).
8.2        The License automatically terminates after the maximum number of calls (to be communicated and determined at the sole discretion of Licensor) or after 3 months (whatever occurs first).
8.3        Either Party may terminate this License at any time, for any reason, or for no reason including, but not limited to, if Company violates any provision of this License or in case Licensor decides no longer to offers the Beta Product (free of charge). Any termination of this agreement shall also terminate the licenses granted to Licensee hereunder. The Licensor does not need to inform Licensee of the termination of the License; simply removing the Beta Product from its website and/or blocking access to the Beta Product is considered to be a termination of the License by Licensor.
8.4        Upon termination of this License for any reason, Licensee shall cease using, and either return to Licensor, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this License and any Confidential Information in Licensee’s possession, and shall certify to Licensor that such actions have occurred.
8.5        Such rights and obligations that are meant to survive termination of this License, such as – but not limited to – art. 1.3, 3, 5, 6, 7, 8.4, 8.5,  9.3 and 9.6 – shall remain into force after termination of this License.

9.          MISCELLANEOUS
9.1        No exclusivity rights can be redeemed from this License by Licensee. Licensor may enter into (similar) contracts with third parties.
9.2        Parties are independent contractors, in particular, there is no joint venture or agency relation between Licensor and Licensee with respect to this License.
9.3        Licensee may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this License or Licensee’s rights under this License or delegate performance of Licensee’s duties under this License without Licensor’s prior consent, which consent will not be unreasonably withheld. Licensor may, without Licensee’s consent, assign this License to any affiliate or in connection with any merger or change of control of Licensor or the sale of all or substantially all of its assets provided that any such successor agrees to fulfill its obligations pursuant to this License. Subject to the foregoing restrictions, this License will be fully binding upon, inure to the benefit of and be enforceable by the Parties and their respective successors and assigns.
9.4        If one or more of the provisions in this License is (partially) invalid, the other provisions will remain in full force. In such a case, the Parties will in consultation replace the invalid part of the License with stipulations that are valid and of which the legal consequences, in view of the content and the scope of the License, correspond as much as possible to those of the invalid part.
9.5        In all cases, changes and/or additions to this License must be agreed upon in writing between Licensor and Licensee by their legal representative. Verbal Licenses have no effect unless they have been confirmed in writing by an authorized representative of a party.
9.6        The validity, performance and interpretation of this License shall be exclusively governed by the laws of the Netherlands and all disputes arising out of legal relationships that are a result of this License will exclusively be brought before the competent court of Rotterdam.