Terms of Use

Last updated June 10, 2014

1 Acceptance of the Terms of Use

These terms of use (the “Terms of Use“) is entered into by and between Bitreactive AS, org no: NO 997 140 672 MVA (“Bitreactive“) and the User (as defined below).

Please review the Terms of Use carefully. You agree to the Terms of Use by clicking the “accept” button, downloading, installing or otherwise using any of Bitreactive products or services including the License (as defined below) (the “Products“). The Products does not include Building Blocks (as defined below) developed by the User. If you do not agree to or fulfill these terms you should not install or use any Products.

The Terms of Use governs the general terms and conditions for use of any of Bitreactive Products, Building Blocks and the results derived thereof.

To enter into these Term of Use the user (the “User“) must be a legal or natural person. The User may be either a professional user (“Professional User“), or a free plan user (“Free Plan User“). A Professional user may upon payment use the Reactive Blocks (as defined below) to create, modify and connect Building Blocks and sell or otherwise share the Building Blocks without restrictions. A Free Plan User may use the Reactive Blocks and Building Blocks for free, but are obliged to share the Building Blocks under an Eclipse Public License (the “EPL“), as further detailed in the Terms of Use.

Accounts registered by “bots” or other automated methods are not permitted. If you are representing a legal entity, you must have the authority to enter into this Terms of Use and bind the entity. If you do not have such authority you are not allowed to download or use any Product. If you are a natural person you must be 13 years or older to enter into this Terms of Use or use any Product. Bitreactive reserves the right not to sell commercial Products to private persons if so required to comply with local legal requirements.

Each User’s account may only be used by one natural person. A Free Plan User may not maintain more than one free account.

2 Reactive Blocks and Building Blocks

Reactive Blocks” is a service and tool, consisting of a graphical editor integrated with the Java Development Tools for Eclipse and a library of Building Blocks. Reactive Blocks is used to develop code as a set of interconnected Building Blocks (code and graphics) whose hierarchy and data interchanges are presented graphically. The tool automatically generates the complex code to implement data interchange among components and includes a utility to perform automated, formal error-checking analysis on you actual code. Reactive Blocks produces ready to deploy Java code. Descriptions of key features and technical requirements are provided at Bitreactive’s web page (http://www.bitreactive.com). “Reactive Blocks” is a trademark of Bitreactive.

Reactive Blocks includes a library of generic, ready-to-use “Building Blocks” made by Bitreactive and the user community to accomplish common tasks. The Building Blocks are software components that encapsulate specific functionalities from which systems and applications can be built. A number of ready to use Building Blocks is available for the User. The User can also create and share own Building Blocks.

3 General obligations of the User

The User is responsible for all activity that occurs under the User’s account. The User may not use the Products for any illegal, unauthorized or improper purposes.

Under no circumstances shall the User (i) use the Products in malicious, deceptive, unlawful or illegal activity, (ii) without appropriate agreement use others copyright, patent, database rights, or other privileged information in software applications, or Building Blocks developed by using the Products, (iii) use access, reproduce, duplicate, copy, sell, resell or exploit any portion of the Products for purposes and manners other than permitted by the Terms of Use, or (iv) not transmit any worms or viruses or any code of a destructive nature to the Products or arrange for that other users may include any worms or viruses or any code of a destructive nature to the Products.

Bitreactive reserves the right to remove the User’s content and/or close down the User’s accounts containing what Bitreactive in its sole discretion deems may be unlawful, may violate any third party’s intellectual property, may imply a breach of these Terms of Use or may otherwise expose Bitreactive for risk of criticism.

The User agrees to use the Products for the User’s own business or own personal use only, and shall not provide access to Products in whole or in part to others.

4 The License

Bitreactive grants to the User a personal, non-exclusive, non-transferable, non-sublicensable, time-limited and revocable license (the “License“) for access to and use of the Reactive Blocks to create specifications for and executable software applications, develop own Building Blocks, modify, maintain and combine licensed Building Blocks, integrate the produced code developed by the Reactive Blocks by clicking the build button in the Eclipse plugin (the “Produced Code“) in other software applications and devices, and use and sell executable software applications generated by using the Reactive Blocks.

Sharing and access to libraries shall follow the “Plans and pricing” provided at Bitreactive’s web page.

5 Use of the Building Blocks

5.1 General

The User shall have a free of charge right to use own developed Building Blocks in its own business and may integrate the Produced Code in other software applications or devices.

Building Blocks may be shared public or private according to the selected plan described at Bitreactive’s web page (http://www.bitreactive.com). Free Plan Users have an obligation to share the Building Blocks in public, ref. section 5.2.

By accepting the then applicable license terms for the relevant Building Blocks, the User has a right to use the Building Blocks in Bitreactive’s library in accordance with license terms applicable for the Building Blocks in question.

5.2 Share obligation for Free Plan Users

Bitreactive offers the Reactive Blocks with a free plan license, which allows the Free Plan User to use the Reactive Blocks.

The Free Plan User is entitled to use the Reactive Blocks in accordance with the Terms of Use, but are obliged to share for free the Building Blocks developed or modified by using Reactive Blocks through infrastructure provided by Bitreactive, under the EPL v 1.0 (http://www.eclipse.org/legal/epl-v10.html).

6 Technical support

Bitreactive attempts to provide the User with the technical support needed. Bitreactive may within reasonable limits provide support at the support portal (http://support.bitreactive.com),technical support, phone support, updates or upgrades for Reactive Blocks or any derivative work of Reactive Block , provided that they have the necessary resources.

Extensive support from Bitreactive may be available for an additional fee under a separate support agreement. Support level according to plan.

7 Ownership and Intellectual property rights

The Products are licensed not sold, and Bitreactive reserves all rights, title and interest in the Products and any updates, modifications, improvements and derivatives thereof if nothing else is expressed in this Terms of Use.

Save as set out above, Bitreactive claims no intellectual property rights in the material provided by the User. The User’s profile and materials uploaded to the User’s profile by the User may vis-á-vis Bitreactive remain the property of the User.

Software applications and Building Blocks made by the User using Reactive Blocks are the property of the User. Source code modules produced using Reactive Blocks are the property of the User. Free Plan Users have an obligation to share Building Blocks public, ref. section 5.2.

8 Modifications of Products

Bitreactive reserves the right at any time to modify or discontinue, temporarily or permanently, Products (or any part thereof). Notice of any discontinuation or modification of Products will be disclosed at http://www.bitreactive.com.

9 Downgrading/upgrading

A Professional User may downgrade its Professional User subscription to a free plan subscription by clicking downgrade from its profile page. The User will have access to the Professional User subscription until the end of the current payment period.

Downgrading may cause the loss of content, features, or capacity. Bitreactive does not accept any liability for such loss.

10 Data protection

Bitreactive will protect the privacy of any natural person downloading the Product. When downloading the Product, Bitreactive asks for name, address, phone number, e-mail address and other information specified at the login or user registration form. The information is collected in order to be able to create an account for usage of the Product and manage the customer relationship.

Bitreactive only processes personal information for the purposes for which they are collected and in accordance with the terms in the Norwegian data protection Act. The personal data collected by Bitreactive will not be made available to any third parties. The data collected will be deleted when it is no longer necessary for its purpose to keep it.

By accessing the User’s user profile at blocks.bitreactive.com or writing an e-mail to Bitreactive at support@bitreactive.com you will be able to get information about what personal information Bitreactive has registered on you. You will also be able to change or update that data.

11 Payment/Prices

The then current prices for the products are set out on Bitreactive’s web pages(http://www.bitreactive.com). The Professional User’s right to the Product is only valid if payment of the correct price is approved. The Reactive Blocks and Building Blocks are offered free of charge for Free Plan Users.

The prices are exclusive all VAT, fees, tax, levies, duties etc. unless otherwise expressly stated. Bitreactive uses an online payment service accessible via web shopping facilities. Additional terms and conditions may apply.

For any upgrade or downgrade in plan level, the credit card that the User provided will automatically be charged the new rate on the User’s next billing cycle.

Prices of all Products are subject to change upon 30 days’ notice. Price information is available at Bitreactive’s web pages (http://www.bitreactive.com).

12 Limited Product warranty

The Products are licensed “as-is”. Bitreactive disclaims any express or implied warranty, including warranties of merchantability and/or fitness for a particular purpose of the Products, the User’s use of the Products, or any updates, modifications, improvements and derivatives thereof.

13 Breach of contract

13.1 General

Failure to perform in accordance with the Terms of Use constitutes a breach of contract.

A breach of contract shall be notified without undue delay. If there is a breach of contract, the party in breach has a right and duty to remedy the breach without undue delay. Bitreactive’s liability does not include faults that are of no significance for the intended use of the Products and do not cause the User any inconvenience.

Other than for losses caused by gross negligence or willful misconduct by Bitreactive, Bitreactive waives any and all liability for loss caused by a breach of contract, including but not limited to loss caused by the Products or the effect of use of the Products or any updates, modifications, improvements and derivatives thereof, whether or not the User was advised of the possibility of such loss. In no event shall Bitreactive be liable for any matter whatsoever relating to the use of the Product by the User, any affiliate, officer, employee or any third party.

If the User fails to remedy the breach without undue delay, Bitreactive has the right to compensation for direct financial losses. Bitreactive may not claim damages for indirect loss. The limitation of liability shall not apply if the breach is caused by gross negligence or willful misconduct.

If the breach of contract is material and the breach (if capable of being remedied) is not remedied within 30 working days after the liable party has been notified of such breach, the other party has a right to terminate the agreement with immediate effect.

13.2 Late payment

If the User fails to pay by the stipulated date, Bitreactive shall be entitled to interest from the day on which payment was due. The interest shall be calculated in accordance with the Act relating to Interest on Overdue Payments, etc. (Act of 17 December 1976).

If payment is more than 30 working days late, this shall constitute a material breach of the Terms of Use which gives Bitreactive the right to terminate the Terms of Use.

14 Third party rights

The User warrants that the software applications and Building Blocks developed or modified under this Terms of Use do not infringe any third party rights.

Bitreactive shall not be held responsible for the Users use of Reactive Blocks. Bitreactive waives any and all liability for any infringement of any third party’s rights, person or property, or any third party’s loss, caused by the Building Blocks and applications developed by the User or the Users use of the Reactive Blocks.

15 Handling of third party claims

In the event a claim, demand, suit or action alleging infringement is brought, or a party believes one may be brought on the merits that the Products or Building Blocks developed by the User infringes the rights of any third parties, the party allegedly responsible for the infringement/misuse shall have the right, at its own expense to:

(i) Modify the Products Building Blocks developed by the User to avoid the allegation of infringement while at the same time maintaining the compliance of the Products or Building Blocks developed by the User with the requirements of the Terms of Use, or
(ii) Obtain the rights required to continue have the User using the Products Building Blocks developed by the User.

Either party shall have the right to terminate the Terms of Use if that party fails to overcome a claim of infringement with reasonable efforts in accordance with this article or if neither of the above mentioned alternatives are available to it on reasonable terms.

16 Indemnification

Bitreactive undertakes to indemnify, hold harmless and defend the User and its directors, officers, affiliates, shareholders, employees and agents from and against any claims or lawsuits, including reasonable attorney’s fees, which arise or result from the Products infringement of third party rights, provided always that the Product is used in accordance with the Terms of Use, the infringement is not caused by the User’s use, misuse or amendment of the Products or inclusion of the Products in any other product application or device, or failure by the User to notify Bitreactive of any actual or potential infringement of any third party right of which the User have or should have knowledge.

The User undertakes to indemnify, hold harmless and defend Bitreactive and its directors, officers, affiliates, shareholders, employees and agents from and against any claims or lawsuits, including attorney’s fees, which arise or result from the User’s infringement of third party rights, including any infringement of third party rights caused by the User’s use, misuse or amendment of the Products or Building Blocks developed by the User (or any updates, modifications, improvements and derivatives thereof) or inclusion of the Products or Building Blocks developed by the user (or any updates, modifications, improvements and derivatives thereof) in any other product, service, application or device, or failure by the User to notify Bitreactive of any actual or potential infringement of any third party right of which Bitreactive have or should have knowledge.

17 Changes to the Terms of Use

Bitreactive reserves the right to update and change the Terms of Use from time to time without notice. Any new features related to the Products, shall be subjected to the at that time current terms of the Terms of Use. The current version of the Terms of Use will be found on Bitreactive’s web page http://www.bitreactive.com/termsofuse.

The User’s continued use of Products following the posting of any changes in the Terms of Use constitutes acceptance of such changes. The changes shall have effect from the conclusion of any work or projects in progress at the time of such changes. The User must stop using Reactive Blocks if he does not agree to these changes.

When the User begins a new project, the then applicable terms and conditions shall apply, even though a new version of Reactive Blocks is not downloaded.

18 Confidentiality

During the term of the Terms of Use and for a period of five years thereafter, each party undertakes not to disclose information to any third party regarding the other party’s activities which may be deemed business or professional secrets without the other party’s consent.

Information which the party states to be confidential shall always be deemed to be a business or professional secret. The confidentiality obligation does not include such information which a party can prove has come to its knowledge in any other way than via this Terms of Use, or which is in the public domain other than by the breach of this Terms of Use. Nor does the confidentiality obligation apply when a party is statutorily required to disclose the information.

A party shall ensure that confidentiality as set forth above is observed by obtaining confidentiality understandings or other appropriate measures from its employees, officers, directors, sub-contractors, consultants and other that get access to such confidential information.

19 Force majeure

In the event of an extraordinary situation beyond the parties’ control which qualifies as force majeure under applicable law and which makes it unreasonably onerous for the parties to fulfill their obligations under this Terms of Use, the parties’ obligations will be suspended for the time that the extraordinary situation lasts. Notification of the situation should be given to the counterparts without undue delay.

In such an extraordinary situation, the counterpart can only withdraw from the agreement if the situation lasts or is expected to last longer than 60 days, and then only with 14 days’ notice.

20 Assignment

The User shall not assign this Terms of Use or any rights or obligations hereunder without the prior written consent of Bitreactive.

21 Termination

The Terms of Use shall continue until terminated by either Bitreactive or the User.

If Bitreactive terminates the Terms of Use, this shall have effect from the conclusion of any work or projects in progress at the time of termination. If the User exercises gross negligence or commits a material breach of this Terms of Use, Bitreactive may terminate the Terms of Use with immediate effect, and the User shall promptly cease the use of the License and destroy all copies of the Bitreactive components.

The User is solely responsible for properly cancelling the Terms of Use and the User’s account in accordance with then applicable procedures set out in Bitreactive’s web pages (http://www.bitreactive.com/terminationprocedures). The User can cancel the Terms of Use or the use of a giver Product as from which point of time the User is not allowed to continue using the Product(s).

The User must destroy all copies of Product licensed under this Terms of Use upon termination. All of the User’s content may be immediately deleted from upon termination. Such content cannot be recovered once the Terms of Use is terminated. Bitreactive does not take any responsibility for storing the information.

No payment will be refunded if the Terms of Use is terminated before the expiry of the period for which the User has paid for the use of the Product.

22 No partnership

Nothing in this Terms of Use shall be construed as creating a partnership between the parties or as constituting either part as the agent of the other party for any purpose whatsoever, and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability against the other party in any way or for any purpose.

The User expressly undertakes not act in any way that may falsely imply or give the impression that it is associated with Products, Bitreactive, or any other Bitreactive service in any way than as a party to this Terms of Use.

23 Governing law etc.

This Terms of Use shall be governed by the laws of Norway, and the parties hereby submit to the exclusive jurisdiction of the Trondheim District Court.