1.1. This services agreement ("Agreement") is between you and Webb Technologies (UK) Limited ("WebbTech", "Sosius", "we" or "us").
1.2. This Agreement applies to all Sosius software, services and products, including the suite of management, communication, organisation and collaboration tools that may from time to time be available via Sosius’ website ("Website") and any updates thereto (together, the "Services"). You understand and agree that the Services may include content targeted advertisements or other related information, as further described below.
1.3. By using the Services or by completing the registration process, you signify that you agree to and accept the terms set out in this Agreement.
1.4. We may change this Agreement from time to time. We will post the updated Agreement on the Website, and it will take effect immediately or on a date which is nominated in the posting or in a notice we send to you. Your ongoing use of the Services after the changes take effect signifies your agreement to the updated terms. You are responsible for regularly reviewing this Agreement and any additional terms posted on the Website. If you disagree with changes that are made to this Agreement, you may simply terminate your Account in accordance with clause 17.
2.1. Access to the Services requires completion of a simple registration process in order to obtain a user name and password.
2.2. We will open an account for you when you complete your registration ("Account"). You must provide complete and accurate information about yourself, and notify us of any changes so as to keep this information up to date.
2.3. You must be at least 18 years old to register.
2.4. You will select (or we may assign to you) a user name that will be identified with your Account ("User Name").
2.5. You may not apply for a User Name that is used by someone else, is vulgar, attempts to impersonate another person or violates the rights of others. We may reject any User Name that we determine, in our discretion, is unacceptable. All User Names remain the exclusive property of Sosius. We provide you with a limited, revocable, non-exclusive licence to use your User Name(s) to access the Services.
2.6. You also need to select a password to access your Account. You agree not to reveal your password to other users. Your Account is at risk if you let someone use it inappropriately.
2.7. You will notify us immediately of any known or suspected unauthorized use of your Account, use or disclosure of your password, or any other breach of security.
2.8. You agree to indemnify and hold Sosius harmless for any improper or illegal use of your Account, including illegal or improper use by a third party who has used your password to access your Account.
3. Personal information
3.4. Personal Information collected by us may be stored and processed in the United Kingdom or any other country in which Sosius or its agents maintain facilities. By using the Services, you consent to any such transfer of information outside your country.
4.1. You may create, edit, publish and share the contents of your Account. You are responsible for the contents of your Account and Account information. The contents of the Account are created by persons over whom we do not exercise any control and we do not assume responsibility for the same.
4.2. We may change or discontinue any of the Services, or feature of any of the Services, at any time without notice.
4.3. We may impose general operating rules for the Services. For example, we may establish limits on storing, uploading or downloading data, the maximum number of entries in calendars or address books, the maximum size of the mail box, the maximum of days that uploaded content will be retained, or the maximum disk space that will be allotted to you, or we may impose "time outs" if you are idle on a particular Service. These limits will be added to this agreement if appropriate.
5. Premium services
5.1. We may offer premium Services for a fee ("Premium Services"). Payment terms and any other terms applying to your use of such Premium Services, which are in addition to those set out in this Agreement, are set out below. In the event of any conflict between the terms of this Agreement and the additional terms for Premium Services, the additional terms for Premium Services will prevail.
6. Beta service
6.1. We may offer certain services as closed or open beta services ("Beta Service") for the purpose of testing and evaluation. We shall have the sole authority and discretion to determine the period of time for testing and evaluation of the Beta Service. We shall be the sole judge of the success of such testing and the decision, if any, to offer any of the Beta Service as a commercial service. You will be under no obligation to acquire a subscription to use any commercial service as a result of your subscription to the Beta Service.
6.2. We reserves the right to modify or discontinue, at any time and from time to time, temporarily or permanently, the Beta Service (or any part thereof) with or without notice.
6.3. You agree that we shall not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of the Beta Service for any reason.
7.1. As consideration for using the Services, you agree and understand that we will display advertisements and other information.
8.1. Certain areas of the Services may allow you to post text, messages, images, audio and video, software and/or other information ("User Content") that can be accessed and viewed by others.
8.2. You may not post User Content that violates this Agreement or any other terms governing usage of the Services.
8.3. We do not claim ownership of any User Content that you may post. However, by submitting User Content to public areas of the Services, you grant us and our affiliates on a perpetual basis a non-exclusive, royalty-free licence to use, copy, display, perform, distribute, adapt and promote the User Content in any medium and you agree that we may sub-license the User Content to third parties.
8.4. We have no duty to pre-screen User Content, but reserve the right to remove such content if in our absolute discretion it contravenes this Agreement or any other requirements governing the posting of such content.
9. Third party content
9.1. Through use of your User Name(s) you will be able to access a wide variety of enhanced content and services provided by Sosius or its affiliates through the Services and/or the Software. You may also be able to access content and services provided by third parties, including other users ("Third Party Content").
9.2. We take no responsibility for Third Party Content, nor do we have any obligation to monitor such third party content. Any issues or disputes relating to Third Party Content should be taken up directly with the applicable third party.
9.3. Any dealings that you have with advertisers on the Services are between you and the advertiser and you acknowledge and agree that we are not liable for any loss or claim you may have against any advertiser.
10.1. We or our partners may provide you with software to use with the Services ("Software"). Such Software will be subject to the terms of any licence agreement that accompanies the Software and to the terms of this Agreement.
10.2. If there is no licence agreement presented to you with the Software then we and our suppliers grant you a personal, non-exclusive, non-transferable, limited licence to install the Software on any single computer or device from which you wish to access and use the Services.
10.3. The Software is protected by copyright and other intellectual property laws, and is owned by us, our affiliates or licensors. You may not sell or redistribute the Software. You may not incorporate it or any portion of it into another product. You may not reverse engineer, decompile or disassemble the Software or otherwise attempt to derive its source code except where and to the extent expressly permitted by law. You may not modify, adapt or create derivative works from the Software in any way or remove proprietary notices in the Software. You agree to abide by all laws and regulations in effect regarding your use of the Software.
10.4. We may automatically check your version of any Software and automatically update it. We are under no obligation to provide you with any support, error corrections, updates, upgrades, bug fixes and/or enhancements of any Software, although we reserve the right to do so.
10.5. We do not warrant that any Software which we may provide you with will interoperate with any other software or device in a satisfactory way.
10.6. Unless we notify you otherwise, your license to use the Software will end on termination of your Account, and you must then promptly uninstall the Software. We may disable the Software at that time.
10.7. You must comply with all domestic and international export laws and regulations that apply to the Software.
11. Your responsibilities
11.1. You are responsible for compliance with this Agreement in your use of the Services or Software, whether you access as a casual visitor or by using a User Name.
11.2. You may use the Services for lawful purposes only and you agree that you will use the Services in compliance with all applicable local, state, national and international laws, rules and regulations, including any laws regarding the transmission of technical data exported from your country of residence.
11.3. You may not submit, download or transmit any material (including User Content), or otherwise engage in any conduct that:
11.3.1. breaches any third party's rights including, without limitation, copyright, patent rights, trade mark rights, performer's rights, rights of confidence;
11.3.2. is unlawful, offensive, threatening, abusive, harassing, defamatory, deceptive, fraudulent, invasive of another's privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts;
11.3.3. victimises, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
11.3.4. impersonates any person, business or entity, including Sosius and its employees and agents;
11.3.5. contains viruses or any other computer code, files or programs that interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment, or otherwise permit the unauthorised use of or access to a computer or computer network;
11.3.6. encourages conduct that would constitute a criminal offence, or that gives rise to civil liability;
11.3.7. promotes or sells prohibited items such as lotteries, betting or wagering activities, ammunition, firearms, tobacco, alcohol, adult products and services, and explosives;
11.3.8. unjustifiably interferes with the use of the Services by others.
11.4. You may not:
11.4.1. use the Services in any manner that could damage, disable, overburden, or impair our servers or networks, or interfere with any other party's use and enjoyment of the Services;
11.4.2. use any of the Services or communication tools to transmit, directly or indirectly, any unsolicited bulk communications (including emails and instant messages);
11.4.3. harvest information about users for the purpose of sending, or to facilitate the sending, of unsolicited bulk communications;
11.4.4. use the Services in a way that harms us or our affiliates, resellers, distributors, and/or vendors (collectively, the "Sosius parties"), or any customer of a Sosius party;
11.4.5. attempt to gain unauthorised access to the Services, user accounts, computer systems or networks, through hacking, password mining or any other means.
11.5. We may use any legal and technical remedies available to us to prevent any breach of or to enforce this Agreement.
11.6. Violation of any of the foregoing may (at our discretion) result in immediate termination of your Account without notice.
12. Intellectual property rights
12.1. The Services, the Website, and all content on the Services, except User Content, ("Sosius Content") and all rights and intellectual property rights therein are the property of Sosius, its affiliates and/or its licensors, and are protected by copyrights, trademarks, service marks, patents or other proprietary rights and laws.
12.2. You may only use Sosius Content for personal, non-commercial purposes and in accordance with any additional terms and conditions which you may be notified of in relation to specific Sosius Content. You may not circumvent any mechanisms for preventing the unauthorised reproduction or distribution of Sosius Content.
13. Charges and payment
13.1. Signing up for a basic Account is free although you must provide, at your own expense, the equipment and internet connection that you will need to access the Services. Certain other services are provided for free to beta users.
13.2. Where you subscribe to any Premium Services you will create a billing account, and enter your payment method. You must be authorised to use the selected payment method. The charges for the Premium Services are set out at www.Sosius.com.
13.3. You authorise us to charge you for the Premium Services using your chosen payment method. You will pay these charges in advance. If we informed you that the Premium Services will be provided indefinitely or will be automatically renewed, we may automatically renew your Premium Services and charge you for any renewal term.
13.4. You must keep all information in your billing account current, including your billing address and the expiration date of your credit card. You can access and make changes to your billing account via the Website.
13.5. You may change your payment method at any time. If you tell us to stop using your payment method, we may cancel your Premium Services. Your notice to us will not affect charges we submit to your billing account before we could reasonably act on your request.
13.6. You may have received a limited time of free service or some other trial period offer. Unless we notify you otherwise, if you are participating in any trial period offer, you must cancel the Premium Services by the end of the trial period to avoid incurring charges. If you do not cancel your Premium Services, and we have informed you that they will automatically be converted into a paid subscription at the end of the trial period, then you authorise us to charge your chosen payment method for the Premium Services.
13.7. The charges for the Premium Services exclude all taxes and phone charges, unless stated otherwise. These taxes and charges are your responsibility. Currency exchange settlements are based on your agreement with your payment method provider.
13.8. We may change the charges for the Premium Services from time to time, but:
13.8.1. we will tell you before we do;
13.8.2. if there is a specific time length and charge for your Premium Services offer, then that charge will remain in force for that time. After the offer period ends, your use of the Premium Services will be charged at the new rate;
13.8.3. if your Premium Services are on a period basis (for example, monthly), with no specific time length, then we will tell you the date the new charges will come into force. That date will be not less than 30 days after we tell you of the change.
If you do not agree to these changes, then you must cancel and stop using the Premium Services before the changes take place. If you cancel your Premium Services, then they will end at the end of your current service time length or, if we bill your account on a period basis, at the end of the period in which you cancelled.
13.9. Unless otherwise provided by law, all charges are non-refundable unless stated otherwise and the costs of any returns will be at your expense.
13.10. We will provide you with an online billing statement. This is the only billing statement that we provide. If we make an error on your bill, we will correct it promptly after you tell us and we investigate the charge.
13.11. Except to the extent prohibited by law, we may assess a late charge if you do not pay on time. You must pay these late charges when we bill you for them. The late charge will be the lesser of 1% of the unpaid amount each month or the maximum rate that is permitted by law. We may use a third party to collect past due amounts. You must pay for all reasonable costs we incur in collecting any past due amounts (including reasonable legal fees and costs).
13.12. We may suspend or cancel your Premium Services if you fail to pay in full on time.
14.1. YOU UNDERSTAND AND AGREE THAT THE SERVICES AND ANY SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND THAT SOSIUS DOES NOT ASSUME ANY RESPONSIBILITY FOR PROMPT OR PROPER DELIVERY, OR RETENTION OF ANY USER INFORMATION OR COMMUNICATIONS BETWEEN USERS. SOSIUS ASSUMES NO RESPONSIBILITY FOR THE ACCURACY OR EXISTENCE OF ANY COMMUNICATIONS BETWEEN USERS. SOSIUS EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
14.2. SOSIUS MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES OR THE WEBSITE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.
14.3. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
14.4. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM SOSIUS OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
14.5. SOSIUS DOES NOT WARRANT THAT THE SERVICES OR SOFTWARE WILL BE FREE FROM ANY VIRUS, WORM, TROJAN HORSE OR OTHER PROGRAM OR DEVICE THAT IS APPARENTLY INTENDED TO ACCESS AND MODIFY, DELETE OR DAMAGE DATA FILES OR COMPUTER PROGRAMS.
14.6. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
15.1. NOTHING IN THIS AGREEMENT LIMITS SOSIUS’ LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE.
15.2. SUBJECT TO CLAUSE 15.1, YOU EXPRESSLY UNDERSTAND AND AGREE THAT SOSIUS SHALL NOT BE LIABLE FOR (i) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (ii) ANY FAILURE OR DELAY IN PERFORMANCE OF OUR OBLIGATIONS UNDER THIS AGREEMENT CAUSED BY MATTERS BEYOND OUR REASONABLE CONTROL.
15.3. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. SUBJECT TO CLAUSE 15.1, IN NO EVENT WILL THE LIABILITY OF SOSIUS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SERVICES (WHETHER ARISING IN NEGLIGENCE OR OTHERWISE) EXCEED YOUR PREMIUM SERVICES FEE FOR ONE MONTH OR £500 (WHICHEVER IS THE GREATER), REGARDLESS OF THE CAUSE OR FORM OF ACTION. YOUR STATUTORY RIGHTS ARE UNAFFECTED.
16.1. You agree to defend and indemnify harmless Sosius and Sosius Group Companies against all liabilities, claims and expenses, including reasonable legal fees that arise from any infringement of third party intellectual property or other rights resulting from any breach of this Agreement for which you are responsible. Sosius reserves the right, at its own expense, to assume the exclusive defence and control of any matter subject to indemnification by you.
17. Termination and cancellation
17.1. Save as otherwise expressly provided in any additional terms governing the use of specific Services (for example the Premium Services), we do not charge you for use of Services, and as a consequence, we may cancel or suspend use of the Services at any time, without cause and without notice.
17.2. You may terminate your Account or cancel the Premium Services at any time, with or without cause. If you wish to do so you may:
17.2.1. simply discontinue your use of your Account; or
17.2.2. contact us at Info@Sosius.com.
Certain Premium Service offers may require cancellation charges, and you will pay all cancellation charges as specified in the materials describing the offer. Cancellation of the Premium Services by you will not alter your obligation to pay all charges made to your billing account.
17.3. Your right to use the Services and your User Name(s) will end once your Account is terminated and any data you have stored on the Services may no longer be available to you. It is, therefore, important you maintain your own archive copies of any data that is valuable to you.
17.4. If your Account is terminated, any Premium Services linked to your Account will also be terminated unless otherwise provided in the terms and conditions relating to the Premium Services in question. If you want to cancel any Premium Services without cancelling your Account, you may do so by following the specific cancellation process outlined in the terms and conditions relating to that Premium Service.
17.5. If you have subscribed to any Premium Services, you remain responsible for paying any amounts owed on your Account at the time your Premium Services are terminated.
17.6. On termination of your Account, we have the right to reassign the User Name(s) which you used.
18. Inactive status
18.1. In addition to the termination rights that we have under this Agreement, we reserve the right to terminate your Account if it has been inactive for a consecutive period of 30 days or more. This means you must use your Account regularly in order to keep your Account active.
19.1. You agree that we may send to you in electronic form any notices, disclosures, reports, documents or other communications relating to the Services (collectively, "Notices"). We can send you Notices (1) to the email address that you provided to us during registration for this purpose, or (2) by posting the Notice on the applicable Service. Any Notice from us shall be deemed effective the day after it is sent or posted by us.
20.1. This Agreement, together with other documents and agreements referred to or entered into under it, constitutes the entire agreement between you and us relating to the Services.
20.2. This Agreement is governed by the laws of England and Wales. You and we submit to the non-exclusive jurisdiction of the courts of England and Wales in relation to any dispute arising out of this Agreement.
20.3. We may assign this Agreement to any third party at any time without notice to you. You may not assign this Agreement to any one else.
20.4. You agree that this Agreement is not intended to confer and does not confer any rights or remedies upon any person other than the parties to this Agreement, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
20.5. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect or impact the continuation in force of the remainder of this Agreement.
20.6. If you or we fail to exercise any right or remedy under this Agreement, that failure won't operate as a waiver of that right or remedy, or prevent it from being exercised subsequently.