Terms

IMPORTANT NOTICE: Please take time to read the provisions below carefully, because they are legally binding. Provisions which areitalicisedare particularly important: these include the restrictions in clause 5, which are to protect our ownership of intellectual property rights in Toneapi and/or the Services, and the limitations of liability at clause 10.

1. USER TERMS

1.1

These terms (the User Terms), together with our privacy policy, form a binding legal agreement between you and Adoreboard Limited, 63 University Road, Belfast BT7 1NF, company number NI609044 (we, us , our), and relate to how you may use our website at toneapi.com (the Site), and our software application (App, and together referred to as Toneapi) and/or consultancy services provided by us (the Services ). By using accepting these User Terms you agree to be bound by their affect. If you have any questions regarding these terms, you can email us at hello@toneapi.com (Toneapi is an Adoreboard product).

2. ACCEPTING THE USER TERMS

2.1

In order to use Toneapi and/or the Services, you must first agree to the User Terms. You may not use Toneapi and/or the Services if you do not accept the User Terms. You can accept the User Terms by:

2.1.1

signing the form provided by us containing some key information about your subscription of Toneapi and/or the Services (the Order Form);

2.1.2

clicking to accept or agree to the User Terms, where this option is made available to you; or

2.1.3

by actually using Toneapi. In this case you understand and agree that we will treat your use of Toneapi as acceptance of the User Terms from that point onwards.

3. USE OF TONEAPI BY YOU

3.1

By registering on Toneapi and/or using the Services you confirm that you are legally capable of entering into binding contracts if you are acting for an organisation (such as a company or a partnership), you are authorised to enter into these terms for and on behalf of that organisation (in which case, references in these terms to you are to that organisation, and not you personally), and that by accessing and using Toneapi and/or the Services, you are complying with all applicable laws and regulations in the country in which you access and use Toneapi and/or the Services.

3.2

You agree not to access (or attempt to access) any part of Toneapi by any means other than through the interface that is provided by us. You specifically agree not to access (or attempt to access) any part of Toneapi through any automated means, including use of scripts, robots, spiders, scrapers or web crawlers. You agree that you will not (a) take any action that imposes, or may impose (in each case in our sole discretion) an unreasonable or disproportionately large load on our infrastructure; (b) copy, duplicate, reproduce, rent, lease, loan, sell, trade, resell, modify, create derivative works distribute or publicly display any part of Toneapi without prior written consent from us and any third party determined by us as appropriate; (c) interfere or attempt to interfere with the proper working of Toneapi or any activities conducted via Toneapi (d) bypass any measures we may use to prevent or restrict access to Toneapi; and (e) attempt to reverse engineer, decompile or otherwise seek to obtain access to the source code in Toneapi.

3.3

You agree that you will not engage in any activity that interferes with or disrupts Toneapi, or the servers and networks which are connected to Toneapi.

3.4

In consideration of the fulfilment by you of the obligations imposed on you by these User Terms, we grant you a non-exclusive, non-assignable, non-transferable non-sublicensable licence for the duration of the agreement created by these User Terms to use Toneapi and/or the Services.

4. REGISTRATION, ACCESS AND ACCOUNT SECURITY

4.1

We restrict access to some parts of our site to users who have registered with us. To register you will need to choose a username and password as part of our security procedures, and provide a valid e-mail address.

4.2

Any fees notified by us via the Order Form or otherwise will be charged via your chosen method of payment. All transactions will be processed via third party providers. These third party providers will have their own security policies and terms and conditions. You should read these before using any such third party software.

4.3

We reserve the right to audit your use of Toneapi, so as to ensure compliance by you with these User Terms.

4.4

You represent and warrant to us that any and all information provided by you is true, accurate and complete. You undertake to notify us promptly of any changes to such information. You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorised to use. We reserve the right to decline any application from you to register as a user of Toneapi in our sole discretion and/or to suspend your use of Toneapi where we in our sole discretion believe that you are in breach of any provision of these User Terms.

4.5

You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access Toneapi. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account, as determined, noted, or recorded by us. Such determination, notation, and record shall be at our sole discretion, and shall serve as conclusive proof of the facts stated therein and to which they attest.

4.6

If you become aware of any unauthorized use of your password or of your account, you agree to notify us immediately at hello@toneapi.com.

5. INTELLECTUAL PROPERTY

5.1

Toneapi and/or the Services contain a range of information (including data, metrics, algorithms, our unique scoring system Adorescore, templates, fonts, text, data files, video, audio and graphics and other content) (Toneapi Content) which is protected by copyrights, trademarks and other forms of intellectual property rights recognized and protected by national and international laws. You agree to comply with all such laws as are applicable to you.

5.2

Except as permitted by the User Terms, you may not copy, or make any use of any part of the Toneapi Content or use any such Intellectual Property Rights for any purposes. In particular you may not modify, rent, lease, loan, sell, distribute or create derivative works based on the Toneapi Content (either in whole or in part) unless you have been specifically permitted to do so by us in a separate agreement.

5.3

You may not use any of the fonts, trademarks, trade names, service marks, copyrights, logos, domain names and other distinctive brand features belonging to us or any third party unless you have valid written permission to do so. You agree not to alter, remove or obscure any proprietary rights notices (including copyright and trade mark notices) which may appear in or be held within Toneapi and/or the Services.

5.4

In the User Terms,Intellectual Property Rightsshall mean all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, database rights, patents, patent applications, patent rights, rights in designs, trademarks, trademark applications, trademark registrations, trademark rights, trade secrets, fonts, typefaces and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence, all modifications, continuations, renewals and extensions of the foregoing, and all claims, actions, causes of action, damages, costs, expenses, profits, penalties, recoveries and remedies relating to any past, present or future infringement of any of the foregoing, arising under the laws of any country, state or jurisdiction in the world.

5.5

You further acknowledge that Toneapi and/or the Services may contain information which is designated confidential by us and that you shall not disclose such information without our prior written consent.

5.6

Toneapi also contains a range of information and software produced by third party providers (including data, text, images, video and other content) (Third Party Content) which is protected by copyrights, trademarks and other forms of intellectual property rights recognized and protected by national and international laws. Use of Third Party Content may be subject to separate terms imposed by third party providers (all such terms Third Party Terms). You agree fully to comply in your use of Third Party Content with all such laws and Third Party Terms as are applicable to you.

5.7

If your use of Toneapi and/or the Services (or any part of it, including Third Party Content) is held by a court of competent jurisdiction or is believed by us to infringe the Intellectual Property Rights of any third party, we shall have the option to modify or amend Toneapi or any infringing part(s) thereof in order to avoid any further infringement, or we may procure for you the right to continue using Toneapi or infringing part(s) thereof, and/or substitute other software suitable for the provision of Toneapi (and this shall be our sole liability, and your sole remedy, for infringement of Intellectual Property Rights of any third party).

5.8

You undertake to indemnify us, on demand, without limitation, for any and all loss that we or any third party may suffer in connection with your breach of any obligation imposed on you by this clause 5.

6. CONSULTANCY SERVICES

6.1

The scope, term and fees in relation to the Services will be outlined in the Order Form.

7. PRIVACY

7.1

We process information about you, and other information that you provide to us, in accordance with these User Terms and our privacy policy. By using Toneapi and/or the Services, you consent to such processing and you confirm that all data provided by you is accurate and not misleading.

7.2

Your use of Toneapi and/or the Services, including any registration process, may involve your disclosure to us of personal data (which term shall include sensitive personal data) relating to data subjects (personal data, sensitive personal data and data subjects each as defined by the Data Protection Act 1988). In the event that you do so disclose such personal data you:

7.3

warrant and represent to us that you have secured all consents and permissions, and have taken all actions necessary, as may be required by applicable law for the purposes of disclosure to us and subsequent use by us of any such data relating to third parties in the provision of Toneapi and/or the Services in accordance with our privacy policy; and

7.4

in relation to any personal data relating to you, you consent to the use of such personal data in accordance with our privacy policy.

8. LINKS

8.1

Toneapi contains links to other sites which may be of interest to you. We do not have control over these sites, and we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from such sites or resources. Using links to gain access to such sites is at your own risk.

8.2

You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

8.3

Our site must not be framed on any other site. We reserve the right to withdraw linking permission without notice. If you wish to make any use of material on our site other than that set out in these terms, please contact us.

9. TERMINATION

9.1

We may at any time and for any reason (including without limitation for your breach of the User Terms, your bankruptcy or insolvency and/or where the provision to you of Toneapi and/or the Services is in our sole opinion no longer commercially viable) terminate our legal agreement with you and the supply to you of Toneapi and/or the Services. The provisions of clauses 5, 7, 8, 9, 10, 12, 13 and 14 shall survive termination of the User Terms. We reserve the exclusive right and prerogative to retain, maintain, archive, protect, use, or store any and all data or information after termination, without regard as to time or duration, as we may deem reasonable or necessary in the pursuit of our business or interests, or in protecting such business or interests.

10. LIMITATION OF LIABILITY

10.1

Nothing in these User Terms, including this clause 10, shall exclude or limit any warranty or liability which may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by our negligence.

10.2

You acknowledge that we are not under an obligation to police any Third Party Content submitted to Toneapi. If you find anything unlawful or offensive you can notify us at hello@toneapi.com.

10.3

You acknowledge that we have no control over the data published by third party providers (including Third Party Content). The data that is from third party providers is the sole responsibility of the provider. We therefore exclude any and all liability to the maximum extent permitted by applicable law in relation to any act or admission of any third party provider.

10.4

Toneapi is NOT a backup service. In particular, you acknowledge and agree that no refund will be due to you from us, and you further acknowledge and agree that since we have no control over the content and/or quality of Third Party Content this limitation of our liability to you is reasonable.

10.5

Toneapi may contain third party cookies to enhance your user experience. You acknowledge and agree that we are not liable in relation to such third party cookies and that they are the sole responsibility of the third party cookie provider. Such third party cookies will be governed by their own terms and privacy policies, so you should read these before giving your consent to enable these third party cookies.

10.6

There are no conditions, warranties, representations or other terms, express or implied, that are binding on us (including in relation to Third Party Content) except as specifically stated in these User Terms (including implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement). Any condition, warranty, representation or other term concerning the supply of Toneapi and/or the Services which might otherwise be implied into or incorporated in these User Terms, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.

10.7

You expressly understand and so agree that your use of Toneapi is at your sole risk and that Toneapi is provided “As Is” and “As Available.”

10.8

In particular, we, our subsidiaries and affiliates, and our licensors, do not represent or warrant to you that:

10.8.1

your use of Toneapi (including its use in conjunction with any other software) will meet your requirements, that your use of Toneapi will be uninterrupted, timely, secure or free from error or that defects in the operation or functionality of Toneapi provided to you will be corrected; and

10.8.2

any information obtained by you as a result of your use of Toneapi and/or the Services (including, but not limited to, Toneapi Content and Third Party Content) will be accurate or reliable;

10.8.3

any Third Party Content will be non-infringing, or of any particular standard and/or quality(and we expressly disclaim any liability for any loss, damage, cost, claim and/or expense incurred by you and/or any third party as a result of your accessing Third Party Content via Toneapi);

10.8.4

that any content (including Third Party Content and Toneapi Content) will be accessible at any particular time; and

10.8.5

that defects in the operation or functionality of the Toneapi will be corrected, rectified, or remedied.

10.9

Any material (including Third Party Content and Toneapi Content) downloaded or otherwise obtained or accessed through the use of Toneapi is done at your own discretion and risk, and that you will be solely responsible for any damage, loss, or prejudice to your computer system or other device or loss of data that results from the download or access of any such material.

10.10

In order for you to make full use of Toneapi it may be necessary for you to use particular computer equipment or to download or install certain pieces of software. If you are unable to access all or part of Toneapi because you do not have access to any necessary software or equipment, this shall not constitute a breach of these User Terms by us and we shall not be liable for any loss, damage or expense which may result from your inability to access Toneapi.

10.11

No advice or information (including but not limited to Toneapi Content and Third Party Content), whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees, or personnel, or through or from Toneapi and/or the Services shall create any warranty not expressly stated in these User Terms. We shall not be under any liability whatsoever in respect of any inaccuracies or omissions in Toneapi. All such liability is excluded by us to the fullest extent permitted by law.

10.12

You expressly understand and agree that we and our licensors shall not be liable to you in contract, tort, or in relation to breach of statutory duty or any other right of action for:

10.12.1

any direct, indirect, special, incidental or consequential loss or damage which may arise in respect of Toneapi and/or its use or non-availability and/or the Services (and whether or not such loss or damage is of the type specified to in the following sub-clauses of this clause 10.12);

10.12.2

any economic losses, including loss of revenues, profits, contracts, goodwill, reputation, business, use of money or anticipated savings:

10.12.3

any trading or other losses which you may incur as a result of use of or reliance upon Toneapi and/or the Services, or any information accessed through it (and including damages relating to the procurement by you of any substitute and/or replacement products or services);

10.12.4

the deletion of, corruption of, or failure to store, any content (including Third Party Content and Toneapi Content) and other communications data maintained or transmitted by or through your use of Toneapi; or

10.12.5

any effect which use of Toneapi may have on any software you use, including loss of use or downtime, or loss of or damage to software).

10.13

In the event that any exclusion contained in these User Terms shall be held to be invalid for any reason, our total aggregate liability to you shall be limited to the total amount paid by you to us in the previous 12 months for Toneapi or the Services (whichever is relevant to the claim). In view of the fact that you are not required to make any payment for the licence granted under these User Terms, you acknowledge that this limitation on our liability is reasonable.

10.14

In relation to third parties, you acknowledge and accept as reasonable that:

10.14.1

we exclude all liability to the maximum extent permitted by applicable law for any loss whatsoever incurred by you as a result of any act or omission of any third party, or as a result of use, or of the failure, suspension and/or termination of any facility, software or service provided by any third party (including any Third Party Content) , or the operation of any Third Party Terms, or the breach by any third party of any relevant Third Party Terms (each such act, omission, failure, suspension or termination a Third Party Breach); and

10.14.2

any Third Party Breach shall not constitute a breach by us of the provisions of these User Terms.

10.15

You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with the use of Toneapi and/or the Services; that we cannot adequately insure its potential liability to you; and that accordingly the exclusions and limitations contained in this clause 10 are reasonable. You also undertake at all times to mitigate any such damage or loss.

10.16

Each provision of this clause 10 shall be construed separately and shall continue and survive even if for any reason one or other of those provisions is held invalid or unenforceable in any circumstance.

11. THIRD PARTY SOFTWARE

11.1

In order for you to make full use of Toneapi it may be necessary for you to use particular computer equipment or to download or install certain pieces of software. If you are unable to access all or part of the Toneapi because you do not have access to any necessary software or equipment, this shall not constitute a breach of these User Terms by us and we shall not be liable for any loss, damage or expense which may result from your inability to access Toneapi.

12. AUDIT

12.1

You grant us the right to audit your use of Toneapi, so as to ensure compliance by you with these User Terms.

13. GENERAL

13.1

You shall not assign, transfer or sub-license any of your rights or obligations under these User Terms. We may at any time assign all or any of our rights and transfer all or any of our obligations under these User Terms.

13.2

Failure or neglect by us to enforce any of the provisions of these User Terms at any time shall not be construed or deemed to be a waiver of our rights nor shall this in any way affect the validity of the whole or any part of these User Terms, nor prejudice our rights to take subsequent action.

13.3

If any part of any provision of the User Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provision and all other provisions of the User Terms shall continue to be valid and enforceable to the fullest extent permitted by law.

13.4

The User Terms represent the entire agreement of you and us in relation to the subject matter of the User Terms and supersedes any previous agreement between you and us in relation to the User Terms. Where you use the App in conjunction with the Site, these User Terms shall govern such use and references to App in these User Terms shall be deemed to include a reference to the Site. In the event of any conflict between these User Terms and any other terms relating to use of the Site, the conflicting provisions of these User Terms shall take precedence over such other terms. Neither of you and us has relied upon any statement or representation made by the other in agreeing to enter this agreement. Including or any similar word shall mean including without limitation.

14. LAW AND JURISDICTION

14.1

These User Terms shall be construed in accordance with Northern Irish law and the parties hereby submit to the exclusive jurisdiction of the Northern Irish courts to settle any disputes which may arise in connection with these User Terms.