ADM’s “Terms of Use” is an agreement that all user must agree to and abide by in order to use the website or application.
A. Applicability
B. Subject to change
C. Definitions
D. Authorized Use
E. Unauthorized Use
F. User Obligations
G. Requests and intructions
H. Protection of Passwords
I. Proprietary Rights
J. Provision of eServices
K. Accuracy of Content
L. Other Disclaimer of Warranties
M. User Content
N. eServices
O. Limitation of Liability
P. Indemnity
Q Legal Authority
R. Notice of security breach
S. Enforcing Security on the website / application
T. Term and Termination
U. Governing Law
V Miscellaneous
A. Applicability
a) These terms and conditions of use (the “Terms”) apply to all use of the NEOVIA’s website / application and any other password protected areas of the NEOVIA website / application.
b) These Terms supersede any prior eServices agreement that may have been entered into between NEOVIA and User.
c) These Terms are not a sale contract and except where otherwise expressly stated herein, shall not affect, or form part of, the terms of any contract of sale with NEOVIA.
d) NEOVIA shall have the right to refuse at any time to perform any Services which it reasonably considers being in breach of the present Terms, non-compliant with the Economic Sanctions, illicit, illegal or which it is unable to perform due to safety considerations.
B. Subject to change
NEOVIA may, at any time and without prior notice, modify these legal terms and conditions. By using the eServices, you accept these modifications. You are therefore advised to check the legal terms regularly to be aware of the latest modifications.
C. Definitions
a. ”Account” means a personal and non-transferable internet account that is assigned to the customer and allows to access to the eServices.
b. “Affiliate” means any entity that directly controls, is controlled, or is under common control with NEOVIA. “Control” for the purposes of this definition, means direct or indirect ownership of 50% of the voting interests or otherwise holding more than 50% of voting rights in the controlled entity.
c. “Agent” means any relevant agent of NEOVIA or its Affiliates, intervening in the performance of the eServices.
d. “Content” means any information, data, document, text, image, or other material generated or otherwise made available to the User via the NEOVIA website / application.
e. “Economic Sanctions” means any international and national economic sanctions such as, but not limited to, the sanctions regimes imposed by the United Nations, European Union, UK and U.S. and/or any other relevant State, organisation or union and their corresponding banned entities lists such as, but not limited to, the Special Designated National and Blocked Persons List (OFAC) the European Union List of Persons and Entities Subject to Financial Sanctions.
f. “eServices” means all information and services obtained by the User to use the website / application.
g. “Fees” means the royalties sometimes charged to the User to enable the access to the website or application.
h. “NEOVIA” means NEOVIA S.A.S. and all brands, subsidiaries and/or Affiliates of the NEOVIA Group.
i. “Terms” means the terms and conditions of use set forth herein including any other agreement, manual, instruction, or other document incorporated by reference herein.
j. “User Materials” means any information, data or other content or materials posted or uploaded by the User to the NEOVIA website / application.
k. “User” means the individual or company having access and using the website / application with our without registration through assignment of a password or any other means.
i. “You” and “your” means every individual accessing password protected areas of the website / application and every company on behalf of whom the individual is accessing the website / application.
D. Authorized Use
NEOVIA grants to you a personal, revocable, limited, non-exclusive, non-transferable license to use the website / application and any programs, services, tools, materials, or information made available through or from the website / application conditioned on your continued compliance with these Terms. These Terms permit you to display, print, copy into your computer memory, and download Content for your own internal business purposes as necessary to effectively use the eServices and you acknowledge that all such electronic or printed copies of the Content remain the property of NEOVIA. This limited license permits you to use the website / application for legitimate business purposes only.
If applicable, the license will be only granted after the payment of the Fees associated to the website / application.
NEOVIA is committed to comply with all applicable Economic Sanctions. The creation of the Account is subject to prior compliance check to ensure that the User and/or any party appearing in any contract of sales neither appears nor is held, directly or indirectly, by any entities appearing on the banned entities lists issued by any Economic Sanctions authorities as per above definition. NEOVIA reserves its right to decline the creation of an Account if it appears from the compliance check that the User and/or any party to be mentioned in the contract of sales appear on any of the sanctions lists or is linked in any way to a sanctioned entity.
E. Unauthorized Use
Except as otherwise expressly authorized you may not use the website / application in any manner not specifically authorized or for any improper purpose. Without limitation, the following activities shall constitute unauthorized use:
a. Except as otherwise expressly authorized, you may not copy, store, reproduce, transmit, distribute, display, rent, lease, sell, modify, license, sublicense, or commercially exploit any Content in any manner not expressly permitted by these Terms.
b. You may not modify, translate, decompile, create derivative work(s) of, copy, distribute, disassemble, reverse engineer or otherwise use the website / application in any manner not expressly permitted herein.
c. You may not use any automatic device, program, script, algorithm, or methodology, or any manual process to access, acquire, copy, or monitor any portion of the website / application or in anyway circumvent the navigational structure or presentation of the website / application to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available by NEOVIA through the website / application.
d. You may not attempt to gain unauthorized access to any portion or feature of the website / application, including, without limitation, the account of another User(s), or any other systems or networks connected to the website / application or to any NEOVIA server or to any of the eServices offered on or through the website / application by hacking, password “mining,” or any other illegitimate or prohibited means.
e. You may not probe, scan, or test the vulnerability of the website / application or any network connected to the website / application, nor breach the security or authentication measures on the website / application or any network connected to the website / application.
f. You may not reverse look-up, trace, or seek to trace any information on any other User of or visitor to the website / application.
g. You may not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the website / application or NEOVIA’s systems or networks or any systems or networks connected to the website / application, or use any device, software, or routine to interfere with the proper working of the website / application or any transaction conducted on the website / application, or with any other person’s use of the website / application.
h. You may not forge headers, impersonate a person, or otherwise manipulate identifiers in order to disguise your identity or the origin of any message or transmittal you send to NEOVIA on or through the website / application.
i. You may not use the website / application in an unlawful manner or in a manner that could damage, disparage, or otherwise negatively impact NEOVIA.
F. User Obligations
a. By downloading, accessing, or using the website / application in order to view information and materials or submit information of any kind, you represent that you are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information when submitting information or materials on the website / application, including, without limitation, when you provide information via a registration or submission form. If you provide any false, inaccurate, untrue, or incomplete information, NEOVIA reserves the right to terminate immediately your access to and use of the website / application.
b. You agree to abide by all applicable local, state, national, and international laws and regulations with respect to your use of the website / application. Without limiting the generality of the foregoing, you agree that you shall not use nor disclose to any other party in a manner not permitted by these Terms any personally identifiable information, which you receive or which is made available from NEOVIA in connection with these Terms. These Terms are also expressly made subject to any applicable export laws, orders, restrictions, or regulations. You shall not export the website / application content (or access thereto) without complying with such laws, orders, restrictions, or regulations.
c. You acknowledge and agree that use of the Internet and access to or transmissions or communications with the website / application is solely at your own risk. While NEOVIA has endeavored to create a secure and reliable website / application, you should understand that the confidentiality of any communication or material transmitted to/from the website / application over the internet or other form of global communication network cannot be guaranteed. Accordingly, NEOVIA is not responsible for the security of any information transmitted to or from the website / application.
d. You agree to assume all responsibility concerning activities related to your use of the website / application, including, providing any support or meeting any requirements of your contracts with third parties, obtaining and paying for all licenses and costs for third-party software and hardware necessary for implementation of the website / application, and maintaining and backing up any data. Any support, training, updates, upgrades, or maintenance required for the eServices shall only be available through the sole discretion of NEOVIA or pursuant to the terms and conditions of a separate written agreement with NEOVIA.
G. Requests and Instructions
You acknowledge and agree that NEOVIA may choose at its option to rely on all service requests, instructions, messages, letters, agreements, contracts, authorizations, acceptance, approvals, undertakings and/or acknowledgements (“Requests”) sent by you to NEOVIA via the website / application and that it may choose at its option to treat such Requests as: (a) an expression of your legal intent; (b) “written” and “signed” by you; and (c) binding and conclusive evidence against you. The electronic signature affixed by you via the website / application on all and any Requests, shall have the equivalent legal effect of a handwritten signature. You (a) acknowledge that Requests shall not be denied enforceability merely because they are concluded electronically and (b) agree that you shall not contest the validity or enforceability of Requests under the provisions of applicable laws relating to whether certain agreements are to be in writing or signed by them to be bound thereby. Requests, if introduced as evidence on paper in any judicial, arbitration, mediation, or administrative proceedings, will be admissible to the same extent and under the same conditions as other business records originated and maintained in documentary form.
H. Protection of Passwords
NEOVIA is not responsible for unauthorized use of your password or account. Once you have created your username and password, you are responsible for employing best practices to protect the security and confidentiality of the password and account, including but not limited to:
- Your password should consist of at least fifteen (15) characters and should contain a mixture of upper case letters, lower case letters, numbers and characters;
- Your password should be changed on a regular basis. NEOVIA recommends that you change it every 90 days;
- You must keep your account password and information confidential and not share it with any other person.
If you lose your password or become aware of access to your account other than by you, you agree to notify NEOVIA immediately. If you leave the company on whose behalf you are registered, you agree to notify NEOVIA and terminate your account immediately.
I. Proprietary Rights
These Terms provide only a limited license to access and use the website / application. Accordingly, you expressly acknowledge and agree that NEOVIA transfers no ownership or intellectual property interest or title in and to the website / application to you or anyone else. All text, graphics, user interfaces, visual interfaces, photographs, sounds, artwork, algorithms (including artificial intelligence), computer code (including html code), programs, software, products, information, and documentation as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of any content contained on or available through the website / application, unless otherwise indicated, are owned, controlled, and licensed by NEOVIA and its successors and assigns and are protected by law including, but not limited to all worldwide applicable copyright, trade secret, patent, and trademark laws and regulations. Except as expressly provided herein, NEOVIA does not grant any express or implied right to you or any other person under any intellectual or proprietary rights. Accordingly, your unauthorized use of the website / application may violate intellectual property or other proprietary rights laws as well as other laws, regulations, and statutes.
J. Provision of eServices
NEOVIA shall use commercially reasonable efforts to make the eServices available. In the event that the eServices are not available as a result of a failure by NEOVIA to perform its obligations under these Terms, NEOVIA will endeavor, giving due regard for the cost, time, and effect on other Users of the eServices, to correct any such failure. NEOVIA may change the scope of eServices or information and materials available at any time. In the event that the eServices or any portion thereof are not available or if you become dissatisfied with the eServices or any portion thereof, in any way and for any reason, your only recourse is to immediately discontinue use of the eServices or the applicable portion thereof and notify NEOVIA of your termination of use.
K. Accuracy of Content
NEOVIA shall use commercially reasonable efforts to ensure that the Content accurately reflects the relevant part of NEOVIA records held on NEOVIA’s computer systems, or information received from a third party. However, NEOVIA makes no warranties as to the quality, accuracy, completeness, or timeliness of the information. Certain content is provided for information only and may be subject to change. In no event shall any notification generated in connection with the eServices be deemed an acceptance of obligations or liability contrary to the terms and conditions of the contract of sales.
L. Other disclaimer of warranties
According to the applicable legal provisions, the site / application is provided “as is” and shall be used at the User’s own risk, without any warranty. The User is therefore solely responsible for the preservation, security and integrity of data, hardware and software when using the eServices.
NEOVIA assumes no liability towards any third party or towards the user concerning the Content, the latter being solely responsible for the user content that he submits, creates, displays or publishes through the site / application.
NEOVIA makes no representations or warranties in connection with the eServices or the results that can be achieved therefrom, and expressly disclaims all warranties, express or implied, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement, or any other implied warranty under any governing law. NEOVIA also makes no representation or warranty that the website / application will operate error free or in an uninterrupted fashion or that any files or information that you download from the site will be free of viruses or contamination or destructive features.
M. User Content
a. You are solely responsible for the accuracy and completeness of all User Materials. You are responsible for the accuracy and completeness of communications received by NEOVIA or its agents and for ensuring that they achieve the User’s intended purpose and that they are transmitted correctly to NEOVIA or its agents. NEOVIA and its agents are not liable for any delay or loss where the contents of a communication they receive are inaccurate, incomplete or where a communication is not received by them.
b. If you request the cancellation or modification of a communication which NEOVIA or its agents have received, NEOVIA will make reasonable efforts to comply with the request. However, NEOVIA and its agents are not liable for any failure to cancel or modify such a communication.
c. You shall ensure that the User Materials do not infringe any Intellectual Property Right or other right of any third party and are not defamatory, unlawful, immoral or otherwise likely to breach or infringe any right or requirement or to give rise to any claim for loss or damage by any third party. You shall indemnify and hold harmless NEOVIA and its Affiliates, associates and agents against any claims, losses, actions, proceedings, damage or other liabilities whatsoever (including damages or compensation paid by NEOVIA to compromise or settle a claim) and all legal costs or other expenses, suffered by NEOVIA or its Affiliates and associates as a result of any actual or potential breach of this clause.
N. eServices
Users have the option of selecting varying service packages, which may include some or all of the below services. Not all services will be available to all customers or in all areas. Certain services are subject to preapproval by NEOVIA and/or registration to NEOVIA and NEOVIA reserves the right to revoke access to any service at any time or discontinue or modify any service at any time. Use of any of the eServices is subject to these Terms and any instructions included in the module or as a separate user guide. Failure to use the eServices in accordance with such instructions shall constitute improper use and be considered a breach of these Terms.
a. Invoicing/Payment Services
(1) The access to eServices may be associated with the payment of Fees that will be invoiced directly to Users by the Affiliates.
(2) Invoicing information and payment methods will be directly communicated by the Affiliates to the Users.
(3) If this service is used, any Fees associated will be solely for your account.
b. Additional or different services
Service offerings may change from time to time and new services may be added. All eServices shall be subject to these Terms even if not specifically mentioned herein. Use of all eServices must be strictly in accord with the instructions included in the applicable modules as well as any separate user guide. Failure to comply with such instructions will constitute a breach of these Terms and unauthorized use of the website / application.
O. Limitation of Liability
You expressly absolve and release NEOVIA from any claim of harm resulting from a cause beyond NEOVIA’s control, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other connection problems, computer viruses, unauthorized access, theft, operator errors, severe weather, earthquakes, or natural disasters, strikes, or other labor problems, wars, or governmental restrictions.
Moreover, in no event shall NEOVIA be liable for any indirect, punitive, incidental, special, or consequential damages arising out of or in any way connected with the use of the website / application, with the delay or inability to use the website / application, or for any information, services, programs, products, and materials available through the NEOVIA website / application, whether based in contract, tort, strict liability, or otherwise, even if NEOVIA has been advised of the possibility of such damages.
P. Indemnity
You agree to defend, indemnify, and hold harmless NEOVIA and its Affiliates and all of their respective employees, agents, directors, officers, shareholders, attorneys, successors, and assigns from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs, and expenses(including reasonable attorneys’ fees and litigation expenses) relating to or arising from any breach by you of these Terms.
Q. Legal Authority
You undertake, represent, and warrant that:
a. You understand and acknowledge that your acceptance of these Terms of use results in a valid and binding agreement;
b. You have the legal and other requisite authority to enter into these Terms with valid and binding effect on you and/or any entity you represent and on behalf of which you are entering into the Terms; and
c. You will only use the eServices in compliance with these Terms.
R. Notice of security breach
In addition to the foregoing indemnification obligation, if you discover or are notified of a breach or potential breach of security with respect to any personally identifiable information provided or made available by NEOVIA, you shall immediately (i) notify NEOVIA of such breach or such potential breach and (ii) if the applicable data was in your possession or control, including, without limitation, in instances where such possession or control was permitted by these Terms at the time of such breach or potential breach, you shall immediately (a) investigate such breach or such potential breach, (b) inform NEOVIA of the results of such investigation, (c) assist NEOVIA using commercially reasonable efforts in maintaining the confidentiality of such information, and (d) assist NEOVIA as reasonably necessary to enforce NEOVIA’s rights and to enable Company to comply with any state or federal law requiring the provision of notice of any security breach with respect to any personally identifiable information of the affected or impacted data subjects.
S. Enforcing Security on the website / application
Actual or attempted unauthorized use of the website / application may result in criminal and/or civil prosecution under applicable laws. NEOVIA reserves the right to view, monitor, and record activity on the website / application without notice or permission from you, including, without limitation, by archiving notices or communications sent by you through the website / application or any other means. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the website / application as well as to disclosures required by or under applicable law or related government agency actions. NEOVIA will also comply with all court orders involving requests for such information. In addition to the foregoing, NEOVIA reserves the right, at any time and without notice, to modify, suspend, terminate, or interrupt operation of or access to the website / application, in order to protect the website / application, NEOVIA, or NEOVIA’s business.
T. Term and Termination
These Terms and your right to use password protected areas of the website / application will take effect at the moment you click “I ACCEPT” or you install, access, or log-in to a password protected area of the website / application and is effective until terminated as set forth below. In addition, NEOVIA reserves the right at any time and on reasonable grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of these Terms, to deny your access to the website / application in order to protect its name and goodwill, its business, and/or other Users, and these Terms will also terminate automatically if you fail to comply with these Terms, subject to the survival rights of certain provisions identified below. Termination will be effective without notice. NEOVIA reserves a right to deactivate your User account on the website / application and erase all data contained therein (including User Materials) without notice and without incurring any liability whatsoever if you do not sign in to your User account for a period exceeding eighteen (18) months. You may also terminate these Terms at any time by ceasing to use the website / application, but all applicable provisions of these Terms will survive termination, as identified below. In addition to the miscellaneous section below, the provisions concerning NEOVIA’s proprietary rights, feedback, indemnity, disclaimers of warranty, limitation of liability, and governing law will survive the termination of these Terms for any reason.
Should the (i) User and/or any entity appearing in the contract of sales and/or (ii) the goods and its related H.S. Code declared by the User and/or you be or become subject to Economic Sanctions, rendering the performance of the Services in violation of the said Economic Sanctions, NEOVIA shall be entitled to immediately terminate all and any contracts with the User and/or you, without any compensation. If the containers with the goods are already loaded on board a vessel, they may be discharged at any place and time NEOVIA may deem convenient, at your or on the User’s costs and expenses.
U. Governing Law
The utilization of this website / application shall be governed by the French laws. Any dispute arising in relation to its use shall be exclusively settled by the Tribunal de Commerce de Vannes in France.
V. Miscellaneous
a. You acknowledge that any breach, threatened or actual, of these Terms will cause irreparable injury to NEOVIA, such injury would not be quantifiable in monetary damages, and NEOVIA would not have an adequate remedy at law. You therefore agree that NEOVIA shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of these Terms. Accordingly, you hereby waive any requirement that NEOVIA post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to NEOVIA to enforce any provision of these Terms.
b. The parties agree that these Terms is for the benefit of the parties hereto as well as NEOVIA’s licensors. Accordingly, these Terms is personal to you, and you may not assign your rights or obligations to any other person or entity without NEOVIA’s prior written consent.
c. Failure by NEOVIA to insist on strict performance of any of these Terms of will not operate as a waiver by NEOVIA of that or any subsequent default or failure of performance.
d. If any provision (or part thereof) contained in these Terms is determined to be void, invalid, or otherwise unenforceable by a court of competent jurisdiction or on account of a conflict with an applicable government regulation, such determination shall not affect the remaining provisions (or parts thereof) contained herein and the illegal, invalid, or unenforceable clause shall be modified in compliance with applicable law in a manner that most closely matches the intent of the original language.
e. No joint venture, partnership, employment, or agency relationship exists between you and NEOVIA as result of these Terms or your utilization of the website / application.
f. Headings herein are for convenience only.
