- The Subscription Licence is concluded with the Customer for renewable terms of 2 months, one year, or three years. The agreement will be renewed automatically unless the Customer or Implicit Measures notifies the other party in writing at least one month prior to the end of the then running term.
- The payment schedule of the Subscription Licence depends on the type of Platform to which the Customer has a licence:
- A licence to Cognition Gate requires prepayment of the Subscription Licence fees. The Customer has the option to choose a monthly, an annual, or a triannual commitment. Upon receipt by Implicit Measures of the payments due, the Customer is able to collect data using Cognition Gate.
- A licence to the Tailor-made Platform is subject to the payment of development fees defined in the separate services agreement. Upon completion of the development services, the Subscription Licence fees will be invoiced (i) monthly on the first day of each new month, (ii) upon request of the Customer, annually, on the first day of each new year, or (iii) per test taking if and as defined in the order form. Upon receipt by Implicit Measures of the payments due, the collected data will be forwarded to the Customer.
- Invoices are payable within 14 days of receipt. Any objection to an invoice will be made in writing and within 7 days of receipt of the invoice. Implicit Measures has the right to charge interests for any arrears at the rate specified in Article 5 of the Law on Payment Arrears (‘Wet Betalingsachterstand’), increased with 3%. If an invoice remains unpaid for 7 days after a written notice, the amount due will be increased by 10% of the invoice amount, with a minimum of 50 EUR.
- Unless agreed otherwise in the order form, support services are not included in the Subscription Licence. The Customer may opt to conclude a separate agreement with Implicit Measures for the provision of support services at an additional fee.
- Access to the Platform is provided to the Customer via:
- If the Customer has a licence to Cognition Gate, the Platform automatically generates one or more test URL’s based on the test parameters specified by the Customer. To collect data, the Customer forwards these test URL’s to participants of the research project the Customer has set up (the End-User(s)”).
- If the Customer has a licence to the Tailor-made Platform, the Platform generates one more test URL’s based on the test parameters specified by Implicit Measures. To collect data, the Customer forwards these test URL’s to the End-User. Alternatively, the End-User may access a personal user account (the “User Account(s)”), in which case the Customer will provide a login and password for the User Accounts. The Customer warrants and represents that Implicit Measures has the right to use and process the End-Users’ name and e-mail address for the purpose of creating and managing a User Account.
Availability and limitation of liability
- Implicit Measures has exercised care in the development and the making available of the Platform. However, the Platform and the underlying principles are provided on an “as is” basis, without any warranties regarding the accuracy or completeness of the information derived from its use, fitness for any particular purpose, warranty in terms of availability or non-infringement of any third party intellectual property right(s). Except in case of fraud, intentional fault or intentional gross negligence, Implicit Measures disclaims all and any liability for its services and the consequences of access to and use, misuse or interpretation of the Platform and test results, to the maximum extent permitted by law. The Customer e.g. accepts that any hiring, corporate, marketing, or personnel decisions made by the Customer will be the sole responsibility of the Customer. Implicit Measures will in no case be liable for indirect or consequential damages, lost profits or anticipated revenues, loss of data or reputational harm. The Customer will indemnify and hold Implicit Measures harmless, including lawyers’ fees, for all and any third party claim in relation to the use of the Platform by the Customer, its Administrator(s) and/or End-User(s).
- The Customer acknowledges and accepts that Implicit Measures is an intermediary. Implicit Measures is not responsible nor liable for the following-up on any data or other results gathered by using the Platform.
- If the Customer, its Administrator(s) or any of its End-Users has any complaint about the Platform or believes that a user uses the Platform in a way that infringes upon any right of the Customer, Administrator, or any of its End-Users, Implicit Measures requests the Customer to – or have the Administrator or End-User, as applicable – notify Implicit Measures of such complaint on the following email address: email@example.com. Implicit Measures will investigate the complaint and follow-up on it within a reasonable delay. In order to enable Implicit Measures to properly investigate the complaint, Implicit Measures requests to receive the following information:
- The name and contact information of the person filing the complaint.
- A detailed description of the problem.
- The name of the user allegedly infringing upon any right and the date of the alleged infringement, provided such information is known.
- Access to the Platform requires a working internet connection. The Platform can be accessed by the Customer, its Administrator(s), and/or End-User(s) with up to date web browser software. Implicit Measures may update, upgrade, or otherwise modify the Platform to improve its services, without prior notice to the Customer. Implicit Measures will apply best efforts to repair bugs or other deficiencies in the Platform but it provides no remedies or warranties in this respect.
- Implicit Measures will apply reasonable efforts to maintain the availability of the Platform to the Customer but it does not guarantee 100% availability. The Customer acknowledges and accepts that the availability of the Platform depends on third party services and products (including web hosting) and that, in result, availability of the Platform may be dependent on events and services beyond Implicit Measures’ control. Temporary downtime of the Platform for technical or maintenance reasons will not be considered a breach of Implicit Measures’ obligations.
Intellectual property rights and limited licence
- The Customer acknowledges Implicit Measures’ ownership of the Platform and all and any rights in relation thereto (including modifications), including intellectual property rights such as copyrights, and all rights to (without limitation) the arrangement of information comprised in the data and test templates, the software as well as the underlying parameters used by the Platform. The Customer accepts and acknowledges that Implicit Measures has expended and continues to expend substantial efforts and investments in obtaining, verifying, sorting and presenting information and data in the Platform. The Customer acknowledges that the way the collected data and algorithms of Implicit Measures are compiled, organized, and arranged is a trade secret of Implicit Measures.
- If the Customer has a licence to Cognition Gate, Implicit Measures acknowledges and accepts that the Customer is and remains the full and exclusive owner of the collected data or the stimulus materials made available on Cognition Gate. Implicit Measures will provide hosting for the collected data and stimulus materials for the term of the Subscription Licence and for a period of one (1) year after its termination for whatever reason.
- The Customer will refrain, and procures that its Administrators and End-Users will refrain, from, without limitation, reproducing, making available, decompiling, reverse engineering – to the extent such prohibition is legally permitted, creating derivative works of, or modifying the Platform. The Customer will not, and procures that its Administrators and End-Users will not, subject the Platform to software tools to extract or analyse data, including tools for scraping, crawling, and grabbing content. The Customers will immediately notify Implicit Measures in writing of any indication of a breach of this provision and it will provide reasonable assistance to Implicit Measures to mitigate such breach.
Monitoring, audit right & remedies
- Implicit Measures has the right to monitor and audit the use of the Platform by the Customer, including but not limited to monitoring via technical tools. The Customer will provide full and active cooperation to such monitoring.
- In case the Customer does not remedy the reasons for the suspension within 15 days of such notice or in the event of a material breach by the Customer that affects the stability or security of the Platform, Implicit Measures may terminate the agreement with the Customer by written notice and/or it may, at its discretion, permanently withdraw the Customer’s access to the Platform.
- The Customer authorizes Implicit Measures to use the Customer’s name, trade name and/or trademarks as a ‘use case’ to advertise its services on its website or otherwise. If on the other hand, research results obtained using the Platform are reported in a public, scientific report, the Customer will credit Implicit Measures as the author and owner of the Platform.