1.1 These terms of service (the "Terms of Service") are offered by Sparble BVBA, a limited liability company incorporated under the laws of Belgium, having its seat at Teaterstraat 5/102, 9050 Ghent, Belgium, with company and VAT number (BE)0657.873.004, and with email address email@example.com (hereinafter "Sparble", "us", "we", "our", or any similar expression).
1.2 Sparble's contracting party is responsible for all acts that occur in User accounts and for Users' compliance with the provisions of these Terms of Service, it being understood that "Users" are the Sparble Customer's employees, consultants, contractors or agents or any other individuals for whom subscriptions to the Site, App, Service and Content have been purchased, and who have been supplied user identifications and passwords by the Customer (or by Sparble at the Customer's request).
1.3 These Terms of Service govern your access to and use of Sparble's employee engagement platform offered via your personal Sparble domain (the "Site") and the use of the application connected to the Site (the "App"). The Terms of Service apply both, where relevant, to the administrator of the Site and the end users of the App. The Terms of Service equally govern any information, text, graphics, or other materials created and/or provided by Sparble and appearing on the Site and App (the "Content"); they also govern the use of any services and/or software provided through the Site and App or by Sparble (the "Services").
2.1. Information relating to the Parties that is exchanged between Sparble and the Customer in connection with the Services provided shall be confidential information. Each Party shall keep secret such confidential information and shall exercise the same degree of diligence as exercised in relation to its own confidential information. Neither Party may disclose or in any other way make confidential information available to any third party without the written consent of the other Party.
2.2. Upon termination of this Agreement, for any reason whatsoever, Sparble shall return any and all material received from the Customer if the Customer so requests.
2.3. Sparble shall be entitled to file material on the services in question for the internal purpose of continued development of Sparble’s products and shall be entitled to use the Customer’s name as reference for the purposes of marketing, submission of offers, etc.
2.4. The obligations set out in this article 4 shall apply to the Parties as long as they are a Party to this Agreement, and for a term which is specified in the Licensing Agreement.
3.1. All copyright and any other intellectual property rights, including any employee engagement analysis software downloaded by and installed with the Customer and the Users, in the product developed in connection with the Services provided shall be accorded to Sparble. The Customer shall be granted only a right of use to any Content and other material physically handed over.
3.2. The Customer may conclude a separate agreement with Sparble on extension of the permission to use the material received in return for payment of an additional charge, including the possibility to reproduce the material and use the material for marketing purposes. In case of such use, the Customer shall ensure that the fact that the material has been prepared by Sparble is clearly stated.
3.3. If the Customer does not conclude a separate agreement with Sparble as specified in article 3.2, the Customer may use the Content and any other material prepared by Sparble for internal purposes only and may not disclose, change or copy it, upload it on the Customer’s website or social media or in any other way reproduce such material.
4.1. All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement and all other matters of pre- and extra-contractual liability between the Parties shall be governed by and construed in accordance with Belgian law, without fiving effect to any other choice of law or conflict-of-laws rules or provisions.
4.2. Unless Parties explicitly agree otherwise in writing, the courts located in Ghent, Belgium shall have exclusive jurisdiction to judge any and all disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement.