Scredible Terms of Service

Please read these terms of service carefully before you use any service offered by Scredible PLC (“Scredible”, “We”, “Us”, “Our”). By visiting the website or using our services in any manner, you hereby agree that you have read and agree to be bound by these terms (“Agreement”).

If you are acting on behalf of a company, you must have the authority to bind that company to this Agreement.  If you are not willing to be bound by this Agreement, you should not complete the registration process and should not use any of our services.

1. ACCESS

The Scredible service consists of access to dashboards, accessible public information news sources, and other news and information content provided by us or other third parties (hereafter, the “Scredible Service”). By paying the applicable fee, or otherwise subscribing to the Scredible Service, we grant you a non-exclusive, non-transferable right to access the Scredible Service for the duration of the Agreement.

Access to the Scredible Service is limited to those users or employees who have been provided access by you or us.

2. YOUR RESPONSIBILITIES

You are responsible for all of your activities in connection with your use of the Scredible Service. You shall not use the Scredible Service in any manner that: i) is unlawful, harmful, deceptive, threatening, abusive, harassing, tortious, defamatory, obscene, libelous, or otherwise objectionable; ii) infringes any patent, trademark, trade secret, copyright, or other proprietary right of any party; iii) contains software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment; iv) interferes with or disrupt the Scredible Service or servers or networks connected to the Scredible Service, or disobeys any requirements, procedures, policies or regulations of networks connected to the Scredible Service; or v) violates any applicable local, state, national or international law or regulation.

Scredible reserves the right to remove any content from the Scredible Services at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Scredible is concerned that you may have breached the immediately preceding sentence), or for no reason at all.

Additionally, you may not copy, modify or create derivative works of the Scredible Service or portions thereof; or allow access to, publicly perform or display the Scredible Service other than to your employees or authorized contractors to whom we or your administrator users have, with our permission, issued usernames and login details.

3. OUR OBLIGATIONS

Scredible undertakes that the Scredible Services will be performed with reasonable skill and care. We warrant that the Scredible Service will operate substantially and materially in accordance with the documentation provided on the Scredible website. We do not warrant that access to the Scredible Service will be uninterrupted or that the Scredible Service will be error-free.

4. PRIVACY

The Scredible Services collects data regarding your usage patterns. For more detailed information regarding the data we collect and how we use it, please see our privacy statement. You are the data controller as it applies to your data and in providing the Scredible Service to you, we process data as a data processor. In relation to such data processing: (i) you shall ensure that you are entitled to transfer the relevant personal data to Scredible (and its subcontractors) so that we may lawfully process the personal data in accordance with this contract; (ii) Scredible shall process the personal data only in accordance with our Privacy Statement and any lawful instructions reasonably given by you from time to time; and (iii) each party shall take appropriate technical and organizational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

5. FEES

Whether fees are payable by you (“Fees”) will depend on whether you have signed up for a free or a paid plan.  The Fees will be specified on the website when you sign up to the applicable plan (or otherwise as agreed by us). Scredible reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website.

If Scredible has not received payment within 7 days after the due date, and without prejudice to any other rights and remedies of Scredible, Scredible may, without liability to you, disable your account and access to all or part of the Scredible Services and Scredible shall be under no obligation to provide any or all of the Scredible Services while the invoice(s) concerned remain unpaid; and interest shall accrue on such due amounts at an annual rate equal to 3% over the then current base lending rate of Scredible's bankers in United Kingdom at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.

All Fees payable by you are non-cancellable and non-refundable; are exclusive of value added tax, which shall be added to Scredible's invoice(s) at the appropriate rate.

6. INTELLECTUAL PROPERTY

Scredible owns all Intellectual Property in the Scredible Services. All rights not expressly granted herein are reserved by us. We encourage you to provide feedback on errors or quality issues and suggestions for the improvement of the Scredible Service. You agree that we may use feedback that you provide to us in any way, including in future enhancements and modifications to the Scredible Service and you grant to us a perpetual, worldwide, irrevocable, royalty free license to use, reproduce, modify, create derivative works of, distribute, and display the feedback for any purpose.

7. CONFIDENTIALITY

The Scredible Service, including the ideas and concepts contained therein and the documentation accompanying the Scredible Service, constitutes our confidential information. You shall not disclose the details of the Scredible Service, or portions thereof, to any third party. This section shall survive termination of this Agreement until and to the extent that such information becomes publicly available.  If we have signed a non-disclosure agreement, the terms of such agreement shall also apply to your use of the Scredible Service, to the extent that such terms do not conflict with this Agreement.

8. REPRESENTATIONS & WARRANTIES

Each party represents and warrants that it has the legal power to enter into this Agreement. Scredible warrants that the Scredible Service (excluding features tagged as “Beta”) will operate substantially and materially in accordance with its specifications and documentation on the Scredible website.

The Scredible Services may contain links to third party websites or services (“Third Party Websites”) that are not owned or controlled by Scredible. When you access Third Party Websites, you do so at your own risk.

Disclaimer of Warranties. OTHER THAN WITH RESPECT TO THE EXPRESS WARRANTIES SET FORTH HEREIN, ALL IMPLIED WARRANTIES, INCLUDING THOSE OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED BY EACH PARTY.

Internet Delays. THE SCREDIBLE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SCREDIBLE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. SCREDIBLE MAKES NO WARRANTY IN RESPECT OF THIRD-PARTY PROVIDED HOSTING SERVICES AND THIRD PARTY PROVIDER SOFTWARE AND SERVICES.

Scredible and its licensors shall not be responsible or liable for (i) the use, deletion, correction, destruction, damage, loss or failure to store any data, (ii) any unauthorized access to, or alteration of, transmissions or data, or any material, information or data sent or received, regardless of whether the data is actually received by Scredible, or (iii) any failure by you to abide by this Agreement.

9. LIMITATION OF LIABILITY

IN NO EVENT WILL SCREDIBLE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY THEORY OF LAW EXCEED THE AMOUNT OF THE FEES PAID OR PAYABLE BY YOU FOR THE SCREDIBLE SERVICES HEREUNDER DURING THE 6-MONTH PERIOD IMMEDIATELY PRECEEDING THE DATE THE CAUSE OF ACTION AROSE.

Exclusion of Consequential and Related Damages. IN NO EVENT WILL SCREDIBLE, OR ITS LICENSORS, HAVE ANY LIABILITY TO YOU FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OR SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY WHETHER OR NOT SCREDIBLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

10. TERM & TERMINATION

Access to the Scredible Service is on a month-to-month basis, unless otherwise agreed on our website, in any applicable order form or statement of work. Unless otherwise agreed between the parties in writing, either party may cancel the Scredible Service at any time by providing written notice to the other party. Such termination shall be effective as of the end of the contract period. If you are on a trial or free plan, then Scredible may terminate this Agreement immediately and with no notice.

Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate this Agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 10 days of that party being notified in writing of the breach; or (b)  the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11. EFFECT OF TERMINATION

On termination of this Agreement for any reason: (a) all licenses and access granted under this Agreement shall immediately terminate; (b) you shall return and make no further use of any Scredible property, documentation and other items (and all copies of them); (c) Scredible may destroy or otherwise dispose of any of the your data in our possession; and (d) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.

12. FORCE MAJEURE

Neither party shall in any circumstances be in breach of this Agreement or liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Scredible's sub-contractors. In such circumstances the affected party shall be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for six (6) months, the party not affected may terminate this agreement by giving one calender month written notice to the other party.

13. SEVERANCE

If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

14. ENTIRE AGREEMENT

This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.

15. ASSIGNMENT

You will not, without the prior written consent of Scredible, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Scredible may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

16. NO PARTNERSHIP OR AGENCY

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

17. NOTICES

Any notice required to be given under this Agreement shall be given by email to info@scredible.com. Email shall not be deemed sufficient for notices of breach or an indemnifiable claim, which must be sent by registered or certified mail, return receipt requested, postage prepaid, to Scredible PLC at its registered address, copying legal@scredible.com.

18. GOVERNING LAW AND JURISDICTION

This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of United Kingdom. The parties irrevocably agree that the courts of United Kingdom have non-exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Last Updated: 30th June 2016

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