Visitor License Agreement
Treehatch offers a web and mobile applications (Plantsoon) (the “Tool”) which allows their customers to add an manage flora entities and make contributions. Customers can decide to make flora entities and contributions accessible externally to individual visitors.
If a visitor (hereafter “Visitor”) decides to make an account on the Tool (with a unique and personal login) (hereinafter “Account”), it is presented with this Visitor’s Licence Agreement (hereafter: the “Agreement”). A Visitor Account allows the Visitor to save data, add contributions for personal use and to share contributions with customers.
This Agreement explains what Visitors can expect when using the Tool. At the same time, it sets out the rules which Visitors must observe in order to continue using the Tool.
1. About Treehatch
Treehatch bv, a private limited company incorporated under Belgian law with its registered office at Vossenberg 72, 2431 Laakdal (Belgium), registered under VAT number BE 0788.609.406 and registered with the Register for legal entities of Antwerp,
We will be referring to our online software Tool as the “Tool”.
2. General Provisions
This Agreement is a legal contract between Treehatch and you, as an individual. Every commercial relationship between Treehatch and the Visitor shall be governed by the terms and conditions as laid down in this Agreement.
Every Visitor needs to carefully read the terms and conditions of this Agreement before accessing or using the Tool. In addition to this Agreement, the Visitor is also expected to agree to our Data Processing Agreement and to read our Privacy Statement.
Treehatch is free to change this Agreement at any time and in its sole discretion. If Treehatch makes changes to this Agreement, Treehatch will provide you with notice within a reasonable term prior to the application of the amended terms, such as by sending an email, via an announcement on its Tool and/or or by updating the date at the top of this document. We encourage you to frequently review this Agreement and any other applicable policies and guidelines to ensure you understand the terms and conditions that apply to your use of the Tool. Your continued use of the Tool following the notification of changes will mean that you accept and agree to the changes.
3. Registration
When registering, the Visitor creates a personal Account. The Visitor has to provide correct, truthful, up-to-date and complete information. It is the sole responsibility of the Visitor to correct or erase outdated information in his/her Account.
Every Account is strictly individual, personal and confidential. The Visitor must guard the confidentiality of the Account, including his/her login details such as the password. The Visitor is exclusively responsible for all actions and activity performed through his/her Account. The Visitor cannot transfer his/her Account to third parties without the explicit consent of Treehatch.
4. License
4.1 General
Subject to compliance with the terms and conditions of this Agreement, Treehatch grants every Visitor a worldwide, limited, revocable and non-exclusive right of access, use and display of the Tool solely for the purpose of using the Tool for private use (in short: the “License”).
4.2 Duration
The License is granted for an indefinite period.
4.3 Restrictions
The Visitor has no right to sell, republish, redistribute, license or in any other way transfer the Tool to a third party without the prior written consent of Treehatch.
In addition, the Visitor should refrain from any actions that have or could have a harmful impact on the proper functioning and safety of the Tool and the other customers or Visitors. The use of the Tool may not be in violation of the terms and conditions of this Agreement, the applicable law, the rights of third parties and/or the generally accepted Internet code of conduct.
The following actions are absolutely prohibited:
- - Using software programs that focus on the collection and acquisition of data. This includes, but is not limited to: spiders, crawlers, robots and similar software.
- - Using the Tool and its data for spamming, chain letters, junk mail and/or similar variations.
- - Stalking other customers or Visitors and/or trying to convince them of political and/or religious beliefs.
- - Violating the confidential character of Accounts of other customers or Visitors, or accessing Accounts of other customers or Visitors without their authorisation.
- - Using a false or foreign identity and/or data upon the registration.
- - Engaging in, or authorizing others to engage in, the reverse engineering, disassembly or the decompilation of the Tool.
- - Proliferation of unsolicited and/or any form of commercial messages through the Tool, including junk mail, spam and chain letters.
The above enumeration is in no way exhaustive.
The Visitor has the ability to upload digital content on the Tool. We are confident that this possibility will only be used in a useful and appropriate manner.
It is in any case not allowed to upload the following content on the Tool:
- - Any kind of content that can be considered to be inappropriate or unlawful because of its illegal, unlawful, harmful, abusive, misleading, threatening, obscene, pornographic, offensive or racist nature and/or more generally because it is in conflict with the public morality or the public order. This content does not necessarily have to conflict with the applicable law or the rights of third parties to be regarded as inappropriate.
- - Content that violates intellectual property rights and portrait rights of Treehatch, other customers or Visitors and/or third parties.
- - Content that is the result of, refers to and/or encourages the act of a criminally sanctioned offence.
- - Content that may cause or causes damage to other customers or Visitors or Treehatch, including, but not limited to harmful software such as computer viruses, malware, worms, trojans and cancelbots.
The above enumeration is in no way exhaustive.
4.4 Measures
Treehatch can take all necessary and reasonable measures when the Visitor acts in violation of this Agreement, the applicable law, the rights of third Parties or the generally accepted Internet code of conduct. Treehatch preserves a large margin of appreciation to take measures and to determine the scope of that measure. Measures will always be in proportion to the violation.
Treehatch has the possibility to temporarily limit or suspend Visitor’s access to the Tool. In addition, Treehatch has the possibility to permanently terminate Visitor’s License on the Tool (see art. 5).
When acquired by the situation, the abovementioned measures can be taken without prior warning. The Visitor shall not be entitled to any compensation for measures taken.
If the Visitor finds that the measure taken is inappropriate or unfounded, he must notify Treehatch thereof within fifteen (15) calendar days after the measure has been taken.
5. Termination
5.1 Termination by the Visitor
Visitor has the right to terminate his/her License at any time during the license period. Treehatch must be informed of the Visior’s wish to terminate his/her License.
Upon termination of the License, it’s Visitor’s sole responsibility to export all data on Visitor’s Account through available export tools. The Visitor accepts that such export must take place within a period of maximum 30 days, as Treehatch will deactivate the Visitor’s Account on that date and all access to the Tool will be terminated. Under no circumstances can Treehatch be held liable for the loss of Visitor’s data due to late export.
5.2 Termination by Treehatch
Without prejudice to any other right or remedy Treehatch may have against the Visitor, Treehatch can terminate the Agreement with the Visitor at any time and without legal intervention in the following circumstances:
(i) Treehatch detects or has substantial reasons to assume that:
- - The data entered and uploaded into the Tool by the Visitor is false, misleading, inaccurate or obsolete;
- - The Visitor uses the Tool for unauthorized, illegal and/or inappropriate purposes;
- - The agreement with the Visitor is based on incorrect or false information; or
- - The Visitor obtained the License for reasons that cannot be considered as objectively reasonable and acceptable.
(ii) The Visitor commits an act of dishonesty, disloyalty or fraud with respect to Treehatch, its business or the Tool;
In the event of such termination by Treehatch, Visior’s right to use and access the Tool can be immediately withdrawn, without any prior notice. Where appropriate, Treehatch will first inform the Visitor in writing of its intention to terminate the License and the reason for doing so. The Visitor can be given the opportunity to change its conduct and/or to remedy the infringement within a reasonable period following such notice. Under no circumstances will the Visitor be entitled to any compensation.
Upon termination of the License by Treehatch, the Visitor will be given the opportunity to export all data available on his/her Account within a period which Treehatch, at its sole discretion and in view of the concrete circumstances, considers reasonable and which in any event shall not exceed 30 days. It is the sole responsibility of the Visitor to export the data on the Account within the given period, as Treehatch will deactivate the Account after said period and all access to the Tool will be terminated. Under no circumstances can Treehatch be held liable for the loss of Visitor’s data due to late export. Treehatch is entitled to refuse any request from the Visitor to enter into a (new) agreement with regard to the use of the Tool.
5.3 Consequences of termination
Upon termination of this Agreement (for whatsoever reason) and unless expressly agreed otherwise in writing between Treehatch and Visitor all rights granted to Visitor under this Agreement shall terminate.
For the purpose of compliance with the applicable data protection legislation, Treehatch shall delete all personal data on the Visior’s Account within a period of 30 days following the deactivation of the Account. It is the sole responsibility of the Visitor to export the data on his/her Account before that date.
Articles 8, 10 and 11 shall survive and continue in full force and effect in accordance with their terms, notwithstanding the expiration or termination of this Agreement for whatsoever reason.
6. Our Obligations
6.1 Ensuring the availability of the Tool as much as possible
Treehatch offers no guarantees regarding uptime of the Tool. The Tool is offered as available. In the event of problems regarding the availability of its Tool, Treehatch undertakes its best effort to solve such issue as soon as reasonably possible without giving any guarantee. In any case and where appropriate, Treehatch shall be free to determine on what is to be considered an adequate Tool in this respect.
Treehatch wishes to keep the quality of the Tool high by performing maintenance activities and implementing updates on a regular basis. Treehatch may suspend or limit access to the Tool for the duration of any scheduled or unscheduled downtime or unavailability of any functionality or of the entire Tool for any reason, including as a result of power outages, system failures, maintenance, upgrades or other interruptions. Treehatch undertakes to minimize the impact of such maintenance activities and updates on the availability of the Tool but does not exclude any downtime in this respect.
6.2 Providing supporting documentation on the Tool
Treehatch takes all necessary and reasonable measures to ensure that the information presented on the Tool is complete, correct, up-to-date and accurate. However, Treehatch cannot give any guarantees with regard to the quality and completeness of the information on the Tool. As a consequence, Treehatch cannot be held liable for (direct and indirect) damages suffered by the Visitor as a result of the information on the Tool.
7. Changes to the Tool
Treehatch may introduce new functionalities and/or alter existing functionalities without prior notice to Visitors, including revising the user interface, features, and general functionality of the Tool as part of improvements or other necessary changes to the Tool.
Treehatch will have the right, in its sole discretion, to discontinue some or all of the functionalities.
8. Liability
Treehatch does not guarantee that: (i) the performance of the Tool will be uninterrupted or error-free nor that all errors and/or bugs will be corrected (within a reasonable time), (ii) the Tool will be constantly available, free of viruses, in time and complete, or (iii) the information provided on the Tool is complete, correct, accurate and non-misleading.
The intended use of the Tool by the Visitor is determined under the Visior’s full responsibility and at their own risk. Treehatch cannot be held liable in any way for any direct or indirect damage resulting from this intended use. Therefore, the Visitor shall thus be solely responsible for any damage to its computer (programs), wireless devices and/or other equipment consequential to the use of the Tool.
Treehatch cannot be held liable for:
- - Indirect and/or consequential damage (including but not limited to loss of income, loss of goodwill and damage to the property of the Visitor caused as a result of the use of the Tool). This limitation of liability also applies when Treehatch has been specifically informed of the potential loss by the Visitor;
- - Defects that have been caused directly or indirectly by an act on the part of the Visitor or a third party, irrespective of whether they are caused by an error or negligence;
- - Damage caused by using the Tool for a different purpose than the purpose for which it has been developed or is intended by Treehatch;
- - Additional damage caused by continued use by the Visitor after a defect has been detected;
- - The loss or incorrect use of data on the Visitor’s account, unless this is due to a Treehatch error;
- - Damage caused by non-compliance with any advice and/or guidelines that may be given by Treehatch, which the latter always provides on a discretionary basis;
- - Damage caused by force majeure or hardship.
Furthermore, the Visitor accepts that Treehatch does not offer any guarantee that the Tool complies with the regulations or requirements which apply in any legal area, with the exception of the regulations or requirements that apply in Belgium at the time of conclusion of the Agreement. Treehatch can thus not be held liable for any subsequent changes of whatever nature in such law and/or regulations.
Visitors shall not provide any (confidential) information nor any login details to any Treehatch employee in whatever manner and for whatever reason. If the Visitor, in contrary to the above, does provide any of such data to Treehatch, the Visitor acknowledges that it is acting entirely at its own risk.
The Visitor shall indemnify and/or hold harmless Treehatch, its officers, directors, employees and agents from and against all claims of whatever nature that might arise from the existence, implementation and/or termination of this Agreement and which have been caused by its own negligence, fault or carelessness or by any of its affiliates and/or staff.
Treehatch’s liability shall be limited to the liability mandatory under Belgian law.
9. Links to other Websites and Platforms
The content of our Tool can contain links, hyperlinks or framed links to external websites, platforms or other electronic portals. This does not necessarily mean that there is a connection between us and the external website, nor that we (implicitly) agree with the content of those websites.
We do not verify these external websites and we are not responsible for the secure and proper functioning of the link and the ultimate destination. The Visitor who clicks on a link, leaves our Tool. Treehatch cannot be held liable for any damages arising from the consultation or use of the external website. These external websites may not offer the same guarantees as we do. We recommend the Visitor to carefully read the terms of use and privacy declaration of these external websites.
10. Data Protection
10.1 Treehatch as data controller
The processing by Treehatch of personal data concerning the Visitor shall take place in accordance with the provisions of the Treehatch Privacy Statement. In such event, Threehatch acts as ‘data controller’.
This Privacy Statement includes information about the personal data collected by Treehatch, as well as the manner in which Treehatch uses and processes the (potential) Visior’s personal data. Treehatch’s Privacy Statement can be consulted here.
10.2 Treehatch as data processor
The Visitor acknowledges that – with regard to the processing of data of third parties entered into the Tool by the Visitor – it shall act as data controller and Treehatch as data processor. This relationship shall be solely governed by the Data Processing Agreement, as concluded at the time of Visitor’s registration and as made available within Visitor’s Account.
11. Intellectual property
The Visitor explicitly acknowledges that Treehatch is and remains the sole owner of the Tool, the documentation available thereon, the underlying software, and any other intellectual property rights relating thereto. All such rights and goodwill are, and shall remain, vested with Treehatch.
Except as expressly granted in this Treehatch, there are no other licenses granted to you. All rights not granted in this Agreement are reserved by Treehatch.
The Visior’s right of use shall under no circumstances:
- - Entail a transfer of ownership of the Tool by Treehatch to the Visior;
- - Grant the Visitor any rights to or interests in the Tool, any trade names and/or or trademarks of Treehatch; and
- - Grant the Visitor the right to request Treehatch to deliver a copy of the Tool or of any software or other product utilized by Treehatch to make its Tool available.
The Visitor shall not use any trademark, tradename, or brand name of Treehatch without the explicit written approval from Treehatch.
The Visitor undertakes to notify Treehatch of any actual, threatened or suspected infringement of any intellectual property rights of Treehatch which comes to the Visitor’s notice, and of any claim by any third party due to the use of the Tool.
12. Miscellaneous
Severability. Whenever possible, the provisions of this Agreement shall be interpreted so as to be valid and enforceable under the applicable law. However, if one or more provisions of this Agreement is found to be invalid, illegal or unenforceable (in whole or in part), the remainder of the provision and of this Agreement shall not be affected and shall continue in full force and effect as if the invalid, illegal or unenforceable provision(s) had never existed. Moreover, in this case the Parties shall amend the invalid, illegal or unenforceable provision(s) or any part thereof and/or agree on a new provision which embodies as closely as possible the purpose of the invalid, illegal or unenforceable provisions. If parties do not reach an agreement, then the competent court may mitigate the invalid provision to what is (legally) permitted.
Waiver. The (repeated) non-enforcement of any right by Treehatch can only be regarded as tolerance with regard to a specific condition, and shall not waive the right of Treehatch to invoke this at a later time.
13. Applicable law and competent court
All issues, questions and disputes concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be governed by and construed in accordance with the Belgian law, without giving effect to any other choice of law or conflict-of-law rules or provisions (Belgian, foreign or international) that would cause the laws of any other jurisdiction than Belgium to be applicable.
Any dispute concerning the validity, interpretation, enforcement, performance or termination of this Agreement shall be submitted to the exclusive jurisdiction of the of the courts where Threehatch has its registered office. Parties are, however, committed to resolve disputes as much as possible in mutual consent.