InAcademia API License Agreement

Version 2.0 – last updated August 2024

Introduction

These terms of service (the “Terms of Service”) are between:

GÉANT Vereniging (Association) (“GÉANT”). GÉANT has its registered office at Hoekenrode 3, 1102 BR, Amsterdam and is registered with the Chamber of Commerce with registration number 40535155. GÉANT is also located at: City House, 126-130 Hills Road, Cambridge CB2 1PQ, UK, and

the company on whose behalf you (as the “Representative”) accept the Terms of Service (the company you represent is hereinafter also referred to as: “You”, “Your”). You and GÉANT are also together referred to as “Parties”.

These Terms of Service govern Your access to and use of the InAcademia Service, including Your subscription to do so, and incorporate by reference: i) the Brand Guidelines, ii) the Implementation Guide, iii) the Privacy Policy and iv) other supplemental terms and conditions or documents that may be posted on GÉANT’s websites from time to time. Please read the Terms of Service carefully before accepting them. Access to and use of the InAcademia Service is expressly conditioned upon acceptance of the Terms of Service.

By checking the “By subscribing to and using the InAcademia Service, I agree to the terms and conditions” box, Representative hereby agrees on Your behalf that these Terms of Service represent a legally binding agreement by and between You and GÉANT, that Representative has the authority to bind You to these Terms of Service, and that these Terms of Service are enforceable like any written negotiated agreement signed by You and GÉANT. Do not select “By subscribing to and using the InAcademia Service, I agree to the terms and conditions” if you (Representative) are acting as a natural person or do not have the authority to bind the company you represent to these Terms of Service. Please contact GÉANT through the Contact Form if you (Representative) wish to subscribe to the InAcademia Service for the benefit of a third party (e.g. acting as a third-party integrator for this third party).

GÉANT may conduct (automated) due diligence, including but not limited to enquiring publicly available registers for information such as the company incorporation date, sanctions list checks and VAT number validation. Your subscription commences on the terminating condition (ontbindende voorwaarde) that these tests do not result in inconsistencies with Your provided information, a violation of these Terms of Service or other abnormalities.

GÉANT reserves the right, in its sole discretion, to make changes or modifications to these Terms of Service from time to time. Updated versions of the Terms of Service will be published on GÉANT’s website. You hereby waive any right to receive specific notice of each such update. It is Your responsibility to periodically review these Terms of Service to stay informed of updates. You will be subject to, and will be deemed to have been made aware of and to have accepted, the changes in any updated Terms of Service by Your continued use of the InAcademia Service after the date such updated Terms of Service have been posted.

1. The InAcademia Service

GÉANT shall use reasonable efforts to perform the InAcademia Service as described in the Terms of Service.

GÉANT may amend the InAcademia Service from time to time. You will only be notified of material changes to the InAcademia Service. Such notification will be sent to the email address Your Representative provided.

GÉANT’s provision of the InAcademia Service is conditional upon: (i) You having implemented the Student Discount for WooCommerce Plugin as described in the Implementation Guide, (ii) You having tested the proper performance of the Student Discount for WooCommerce Plugin, (iii) You having an active subscription for the InAcademia Service, (iv) You using the most recent version of the Student Discount for WooCommerce Plugin and InAcademia Service, (v) the effective interoperability of Your IT systems with the Student Discount for WooCommerce Plugin to use the InAcademia Service in a secure manner, (vi) Your configuration of the Student Discount for WooCommerce Plugin and (vii) generally, Your compliance with the Terms of Service.

2. Free trial and specific subscriptions

GÉANT offers a fourteen-day free trial to new users who register with the InAcademia Service for the first time. If You are a new user, Your account will be charged in accordance with clause 3 at the end of the free trial, unless Your subscription is terminated before expiry of the free trial.

GÉANT provides the InAcademia Service free of charge to charities and NGOs of its choice. Please contact GÉANT through the Contact Form if You are a charity or NGO and wish to be considered for a subscription free of charge.

3. Pricing and payment

The applicable fees for the InAcademia Service are posted on GÉANT’s website  (https://inacademia.org/pricing/). The fees for the InAcademia Service shall become due and payable, in advance, per calendar month. All fees are exclusive of VAT and other product or service-specific levies imposed by authorities. All payments shall be in Euros and are non-refundable. You are not entitled to suspend payments or to set off any of the payments due.

GÉANT reserves the right to change the fees for the InAcademia Service at any time, which shall be applicable as from Your next payment term. The fees will be updated on GÉANT’s website (https://inacademia.org/pricing/) and GÉANT shall notify You of the current fees in the renewal notices provided to You.

Payment must be completed through WooPayments. The following forms of payment are accepted:

• Visa;
• Mastercard.

GÉANT may suspend (opschorten) or terminate (opzeggen) Your subscription if You fail to pay the fees due or do not pay these in time.

4. Term and termination

Your subscription to access and use the InAcademia Service is effective as of the date of Your acceptance of these Terms of Service. Your subscription continues for a period of one month and tacitly renews for consecutive one-month periods, until Your subscription is terminated before the end of the then-current term in accordance with these Terms of Service.

You can terminate (opzeggen) Your subscription at any time by logging into Your account and completing the relevant steps. Your termination (opzegging) shall take effect as from the end of Your last fulfilled payment term.

GÉANT reserves the right to terminate (opzeggen) Your subscription at any time with immediate effect by giving notice to You and taking into account a notice period of at least fourteen calendar days, unless You have failed to comply to the conditions set out in clause 1, in which case termination (opzegging) shall take immediate effect (without prejudice to GÉANT’s right to claim damages).

Your right to use the InAcademia Service shall immediately end upon termination of Your subscription becoming effective. As of such effective date, You must immediately cease (i) use of the Student Discount for WooCommerce plug, ii) use of the InAcademia Service, (iii) use of the I’m a Student Button or Notice on any publicly available website and (iv) public advertisements for the use of the InAcademia Service, the I’m a Student Button or Notice.

Termination (for any reason) shall not affect clauses which by their nature are intended to continue to apply after termination, amongst these clauses are: 5 (License and license restrictions), 10 (Limitation of liability), 11 (Indemnification), 12 (Confidentiality) and 14 (Governing law and jurisdiction).

5. License and license restrictions

All intellectual property rights to the InAcademia Service, as well as the Student Discount for WooCommerce plugin and other materials, such as analyses, designs, documentation, reports, offers, including preparatory materials for these materials, developed or made by or on behalf of GÉANT or its licensors remain exclusively vested in GÉANT or its licensors.

GÉANT hereby provides You a revocable, non-exclusive, non-transferable and non-sublicensable license to use the Student Discount for WooCommerce plugin and InAcademia Service for the duration of Your subscription solely: i) for the Permitted Use, ii) within the Territory and iii) in connection with lawful activities.

Your license is limited to 1000 validation requests per month, which will be monitored by GÉANT. Overuse may result in additional charges or suspension (opschorting) of your subscription. Please contact GÉANT through the Contact Form to request use exceeding this limit.

GÉANT reserves the right to offer You a custom plan based on Your use of the InAcademia Service.

You may not use the InAcademia Service or Student Discount for WooCommerce plugin for Prohibited Activities or adjust any aspect of the validation request submitted by Your customer or other end user through its use of the I’m a Student Button or Notice. Except as permitted by applicable law, You may not (attempt to) decipher, decompile, dissemble, reverse engineer or replicate any of the software comprising or in any way making up a part of the InAcademia Service.

6. Branding

GÉANT hereby provides You a revocable, non-exclusive, non-transferable and non-sublicensable license to use the InAcademia Brand for the duration of Your subscription for the sole purpose of promoting the use of the I’m a Student Button by Your customers or other end users. You must at all times adequately display the InAcademia brand in accordance with the Brand Guidelines. You may not display the InAcademia brand in any manner that could jeopardise the validity, distinctiveness or reputation of the InAcademia brand or that could be detrimental to GÉANT, its products or services.

You hereby provide GÉANT an irrevocable, non-exclusive, non-transferable, non-sublicensable and royalty-free license to use Your brand for the sole purposes of the promotion, marketing and advertisement of Your collaboration with GÉANT. You warrant that You have sufficient rights to grant such license regarding Your brand.

7. Disclaimer

GÉANT provides the InAcademia Service on an “as is” and “as available” basis. GÉANT does not represent or warrant that the InAcademia Service or its use will (i) be uninterrupted or secure, (ii) be free of defects, inaccuracies or errors, (iii) meet Your requirements, (iv) operate in the configuration or with other software or hardware You use, or that defects in the InAcademia Service will be corrected. GÉANT makes no warranties of any kind and expressly disclaims all warranties, express or implied, including without limitation, warranties of fitness for a particular purpose, merchantability and non-infringement. The entire risk as to the results and performance of the InAcademia Service is assumed by You. Furthermore, GÉANT does not warrant or make any representations regarding the use or result of the InAcademia Service in terms of their correctness, accuracy, reliability or otherwise. No oral or written information or advice given by GÉANT or GÉANT’s authorized representative shall create, or in any way increase the scope of, a warranty.

8. Availability and response times

Without prejudice to clause 7, GÉANT shall make reasonable efforts to provide the InAcademia Service with an uptime of 99.5%, measured over a calendar year. The InAcademia Service shall be considered to be available when the application endpoints as described in the Implementation Guide are responding.

In order to request support for Your use of the InAcademia Service, or to inform GÉANT of an incident, please contact GÉANT through the Contact Form. GÉANT shall make reasonable efforts to respond within 48 hours during the Service Window after submitting the contact form on the email address Your Representative provided. GÉANT does not respond to support requests of Your customers or other end users.

9. Interruptions

GÉANT reserves the right to suspend or discontinue the InAcademia Service at any time or for any reason at its sole discretion. GÉANT will notify You of such event on the email address Your Representative provided. GÉANT will not be liable to You or any third party for any modification, price change, suspension (opschorting) or discontinuance of the InAcademia Service.

GÉANT may temporarily put all or parts of the InAcademia Service out of service for preventive, corrective or adaptive maintenance services or other forms of service.

10. Limitation of liability

GÉANT’s total liability for an imputable failure to perform its obligations under these Terms of Service or arising from any other legal basis whatsoever, is limited to Your fee (excluding VAT) due for the month in which the failure occurred.

GÉANT’s liability for indirect damage, consequential loss, loss of profits, lost savings, reduced goodwill, loss due to business interruption, loss as a result of claims of Your customers or other end users, loss arising from the use of goods, materials or software of third parties is excluded. Liability for corruption, destruction or loss of data or documents is also excluded.

The exclusions and limitations in this clause cease to apply if and insofar as the damage is caused by intent or deliberate recklessness on the part of GÉANT’s management.

11. Indemnification

You hereby indemnify and hold GÉANT harmless from any damage, loss, cost or expense (including without limitation, attorneys’ fees and costs) incurred in connection with any third party claim, demand or action (‘Claim’), whether under contract or otherwise, brought or asserted against GÉANT: (i) alleging facts of circumstances that would constitute a breach of any provision of these Terms of Service by You, or (ii) arising from, related to or connected with Your use of the InAcademia Service. If You are obliged to provide indemnification pursuant to this provision, GÉANT may, in its sole and absolute discretion, control the disposition of any Claim at Your sole cost and expense. Without limitation to the foregoing, You may not settle, compromise, or in any other manner dispose of any Claim without the consent of GÉANT.

12. Confidentiality

You agree that the GÉANT Confidential Information is to be considered confidential and proprietary to GÉANT or its third party (license) providers, and You shall keep the GÉANT Confidential Information in confidence and protected against theft, damage, loss or unauthorised access.

You will not (i) duplicate, reproduce or copy GÉANT Confidential Information or (ii) disclose, divulge or otherwise make available to any third party the GÉANT Confidential Information, or (iii) use the GÉANT Confidential Information except as authorized in these Terms of Service.

Your confidentiality obligation does not apply to information that (i) was in the public domain  at  the  time  it was disclosed; (ii) becomes part of the public domain through no wrongful act or failure on Your side; (iii) is disclosed with the prior approval of GÉANT; (iv) was independently developed by You prior to the receipt of the GÉANT Confidential Information; or (v) becomes known to You from a source other than GÉANT without any confidentiality obligations, without breach of Your confidentially obligations and not in violation of GÉANT’s rights.

13. Privacy

In the context of these Terms of Service, GÉANT will act as data controller and will process personal information in accordance with the Privacy Policy.

You may not process the validation result for any other purpose than the Permitted Use, e.g. for user profiling or store the validation result for a longer period than strictly necessary for the Permitted Use.

14. Governing law and jurisdiction

These Terms of Service shall be governed and construed in accordance with the laws of the Netherlands, excluding its conflict of laws principles. Any legal action or proceeding arising under these Terms of Service, including any dispute relating to the existence or validity of these Terms of Service, will be brought exclusively in the courts of Amsterdam. Parties hereby irrevocably consent to the personal jurisdiction and venue therein.

15. Definitions