Terms of service

Please read this End User License Agreement (EULA) carefully before installing and using the Application.

You understand and agree that by using the Application, you are bound by the terms and conditions of this EULA.

If you do not agree, do not use the Application.

This EULA exclusively applies to your use of the Application and the related services.

This EULA is binding on you or the person you may represent if you check the acceptance box related to this EULA.

More information on the processing of your personal data can be found in our privacy policy, available at https://velopass.com/privacy/?v=d3dcf429c679.

#### Disclaimer

Velopass is not designed to prevent or avoid theft. Velopass does not eliminate the risk of theft.

Velopass is not an official government database.

#### Definitions

In addition to the terms and expressions defined in this EULA, the following terms and expressions with capital letters used in this EULA have the following meanings (both singular and plural):

**Account**

Has the meaning as set out in Article 4.1.

**Application**

The Velopass user software application.

**GDPR**

Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

**Consumer**

A consumer as defined in Article I.1.2° of the Belgian Economic Law Code (WER).

**Duration**

The duration of this EULA, as defined in Article 9.

**EULA**

This End User License Agreement.

**User**

Any person who uses the functionalities of the Application, you.

**Intellectual Property**

All rights of artistic and industrial property, such as patents, trademarks, drawings and models, copyrights (including software rights), database rights, trade secrets, and know-how (whether registered or not), and all applications for the same rights and all rights or forms of protection of similar or equivalent effect anywhere in the world.

**Business**

A business as defined in Article I.1.1° of the Belgian Economic Law Code (WER).

**Maintenance**

Services of corrective, adaptive, and innovative maintenance regarding the Software, including Updates.

**Force Majeure**

Any event or circumstance that prevents or hinders a Party from fulfilling one or more of its contractual obligations, provided that the Party affected by the hindrance proves (a) that the hindrance is beyond its reasonable control; (b) that it could not reasonably have been foreseen at the time of entering into the agreement; and (c) that the effects of the hindrance could not reasonably have been avoided or overcome by the affected Party. When a Party fails to fulfill one or more of its contractual obligations because a third party appointed by it to perform the agreement in whole or in part is in default, the relevant Party to the agreement may only invoke Force Majeure if the aforementioned requirements in this definition of Force Majeure are met for both the Party to the agreement and the third party. Subject to contrary evidence, the following events or circumstances affecting a Party are deemed to meet the requirements (a) and (b) above in this definition of Force Majeure, and the affected Party need only prove that requirement (c) is met: (1) war (declared or not), hostilities, invasion, occupation, military mobilization; (2) civil war, riot, rebellion, revolution, military or usurping power, insurrection, act of terrorism, sabotage, or piracy; (3) currency and trade restrictions, embargo; (4) lawful or unlawful government act, expropriation, seizure of works and/or assets by the government, nationalization; (5) epidemic; (6) natural disaster or extreme natural phenomena (e.g., earthquake); (7) explosion, fire, prolonged outage of energy, transport, telecommunications, and information systems; (8) strike or lockout.

**Party**

A party to this EULA, i.e., Velopass or you.

**Platform**

The Velopass software platform and database that connects the Application, the Software, and the Sticker, thereby processing data.

**Product**

The combination of the Sticker and the Software.

**Software**

The Velopass software, including the Application, API, and the Platform, all applications, components, and/or created information therein, which allow advanced data processing and interaction between the Sticker and the Application, including Updates and Upgrades.

**Sticker**

The sticker with QR code designed, developed, and commercialized by Velopass to be affixed to a bicycle (or any other similar means of transport), to link with the Platform, also referred to as “chip” in the Application.

**Support**

Technical assistance to resolve technical and functional issues related to the Product.

**You**

The User of the Application.

**Update**

Any bug fix in the Software and/or any limited release, modification, adjustment, revision, and/or improvement of the (existing operation and functionality of the) Software (so that it remains fully functional and in accordance with the current state of technology).

**Upgrade**

Any major release, new version, modification, or improvement of the Software (including new features added besides any bug fixes and improvement of the existing operation and functionality of the Software).

**Velopass**

Velopass BV, with registered office at Stokerijstraat 29 bus a1, 2110 Wijnegem, company number 0777.359.681, email support@velopass.com, and phone number +32.471.60.15.73.

**Velopass-IP**

All Intellectual Property of Velopass.

**WER**

Belgian Economic Law Code.

**Business Day**

Monday to Friday, from 9 am to 5 pm Belgian time, excluding Saturdays, Sundays, and Belgian public holidays.

In addition to the terms defined above, other terms may be defined in this EULA, which, when capitalized, have the meaning assigned to them in this EULA.

A reference to an Article is a reference to an article in this EULA, unless expressly provided otherwise or if the context indicates otherwise.

The terms defined in the singular have a similar meaning in the plural and vice versa. The terms defined as nouns have a similar meaning as verbs or adjectives and vice versa.

Headings are included for clarity in this EULA and are not intended for interpretation, nor shall they limit the content of this EULA.

Terms such as “including,” “e.g.,” “such as” (whether abbreviated or not) imply a non-exhaustive list. Terms such as “i.e.,” “namely,” “specifically” (whether abbreviated or not) imply clarification.

#### Subject

This EULA grants you, and you accept, a limited, applicable, personal, non-exclusive, non-transferable, non-sublicensable, temporary, and revocable right to use the Application and (as soon as technically possible) to install it on a device you own or control, solely for the purpose of using the Application, whether or not in combination with the Sticker provided by Velopass for personal non-commercial or internal business (e.g., as an employer for your employees) purposes, for managing data related to the means of transport (e.g., a bicycle) to which a Sticker is affixed by you, on your behalf, or with your consent.

The use of the Application is licensed to you, not sold.

You will not use the Application in a manner that is not in accordance with this EULA and/or applicable laws and regulations. You are solely responsible for ensuring that your use of the Application complies with this EULA and all applicable laws and regulations.

#### Account

You must visit the Velopass website (or download the Application via the App Store or Google Play on a device you own or control) and create a (free) User account (the Account).

By creating an Account, you accept the contents of this EULA. In the absence of acceptance of the EULA, you will not be able to create an Account and use the Software, and thus will not be able to use the essential functionalities of the Sticker. In such case, you waive all rights, claims, and demands against Velopass.

From the moment the Account is created, a connection is made with the Platform, and the functionalities of the Application can be used.

With your Account, you have the right to:

– Register, add, and view specific data related to one or more means of transport (e.g., bicycle) that you, on your behalf or with your consent, have registered, and to which a Sticker has been affixed by you, on your behalf, or with your consent, e.g., the brand, frame number, etc.;
– Add personal data;
– Register specific events related to the means of transport, e.g., its loss, end of its life;
– Transfer data related to the means of transport to its new owner;
– Use any additional services from Velopass partners;
– View, configure, and manage your User profile;
– Configure and manage your security settings.

You are responsible for registering accurate and complete data in your Account. You are solely responsible for respecting the confidentiality of your Account (login) details and all activities occurring under your Account. You agree to notify Velopass immediately of any (suspected) unauthorized use of your Account or any other security breach or confidentiality breach resulting from your error or negligence.

Account registration is unique and individual. This means that only one Account can be associated with one Sticker.

#### Maintenance and Support

Velopass may at any time make an Update or Upgrade available for the Application.

You acknowledge that the use of the Application may be impossible during Maintenance, including installation of Updates, installation of Upgrades, and/or server and/or other technical issues, and you waive all rights and claims resulting therefrom. Velopass is not obligated to inform you prior to Maintenance and the installation

of Updates or Upgrades.

You agree to use any Update or Upgrade of the Application provided by Velopass.

Velopass provides you with Support if you encounter issues while using the Product and to help you use the functionalities of the Product.

#### Fees

The use of the Application and the creation of an Account is free of charge, provided that the Sticker has been obtained legally, either free of charge or by purchase from Velopass or an authorized Velopass partner or reseller. However, if this is not the case, Velopass may refuse you the right to use the Application. In such case, you will not be entitled to any compensation or damages from Velopass.

Your internet connection required to access the Application is not included in the free provision of the Application.

#### Limitations on Use

You are not allowed to:

– Use the Application for any other purpose than described in this EULA;
– Reverse engineer, decompile, or disassemble the Software, except to the extent that such activity is expressly permitted by applicable law;
– Remove or modify any proprietary notices, marks, or labels of Velopass or any third party affixed to the Application;
– Copy, rent, lease, lend, or sublicense the Application;
– Use the Application in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party’s use and enjoyment of the Application;
– Use the Application to send unsolicited messages, spam, or other similar communications.

#### Intellectual Property Rights

All Intellectual Property rights in and to the Product and the Application (including all related documentation and components) are and will remain the sole and exclusive property of Velopass or its licensors. You acknowledge that you have no right, title, or interest in or to the Product and/or Application except for the limited license granted to you under this EULA.

You are not allowed to copy, modify, create derivative works of, publicly display, distribute, or otherwise exploit any Intellectual Property rights in the Product and/or Application, except as expressly permitted under this EULA.

#### Liability and Indemnity

To the fullest extent permitted by applicable law, Velopass and its licensors, suppliers, and partners are not liable for any indirect, special, incidental, punitive, or consequential damages (including, without limitation, damages for loss of profits, business interruption, loss of data, or loss of goodwill) arising out of or in connection with this EULA or the use or inability to use the Application.

Velopass’s total cumulative liability to you for any direct damages arising out of or in connection with this EULA or the use or inability to use the Application will not exceed the amount you paid for the Sticker.

You agree to indemnify, defend, and hold harmless Velopass and its officers, directors, employees, agents, licensors, suppliers, and partners from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or in any way connected with your violation of this EULA or your use of the Application.

#### Termination

This EULA is effective until terminated by either party.

You may terminate this EULA at any time by deleting the Application from your device and ceasing all use of the Application.

Velopass may terminate this EULA and your right to use the Application at any time and for any reason, including if you breach any term of this EULA.

Upon termination of this EULA, you must cease all use of the Application and delete the Application from your device.

#### Miscellaneous

This EULA constitutes the entire agreement between you and Velopass regarding the Application and supersedes all prior and contemporaneous agreements, understandings, and representations.

If any provision of this EULA is held invalid or unenforceable, the remaining provisions will remain in full force and effect.

Velopass’s failure to enforce any right or provision of this EULA will not be deemed a waiver of such right or provision.

You may not assign or transfer this EULA or any of your rights or obligations hereunder, without Velopass’s prior written consent. Any attempted assignment in violation of this provision will be void.

This EULA will be governed by and construed in accordance with the laws of Belgium, without regard to its conflict of law principles.

Any disputes arising out of or in connection with this EULA will be resolved by the courts of Antwerp, Belgium.

#### Contact Information

If you have any questions about this EULA, please contact Velopass at:

Velopass BV
Stokerijstraat 29 bus a1,
2110 Wijnegem,
Belgium
Email: support@velopass.com
Phone: +32.471.60.15.73