1.2 The Platform is a tool for collecting and analysing marketing and survey data for your internal business purposes (the “Purpose”), and you may only use the Platform for the Purpose.
2. INFORMATION ABOUT THE PARTIES
2.1 The Platform is operated by Proquo AI Limited (“we” or “us”). We are registered in England under company number 09569094 and have our London offices at 5a Bear Lane, Southwark, London, SE1 0UH. Our VAT Registration number is 215260150 and references to “our” shall be construed accordingly.
3. OTHER APPLICABLE TERMS AND RELATED THIRD PARTY SERVICES
3.2 You shall also be subject to any rules or policies applied by any app store provider from where you downloaded the App (if applicable).
3.3 You are responsible for making all arrangements necessary for you to access the Platform, including subscription to any network required to access internet or mobile services (“Networks”) and for all problems, conditions, delays, delivery failures and other loss or damage arising from or relating to your connection to the Networks. You will also be responsible for obtaining permission from the owner(s) of the device(s) used to access the Platform (“Devices”). You are responsible for any charges which may apply for use of any Networks and/or Device(s), including data usage.
5. THE SERVICES
5.1 The Platform contains tools and interactive features that we have provided for the Purpose (the “Services”) which are available to Subscribers and are selected by you either during your Immersion Session, or during your Free Period.
5.2 Upon selection of Services, you will be sent an order form for your review and electronic signature which will detail:
(a) the Services you have chosen to receive;
(b) the relevant charges for the Services (“Subscription Fees”);
(c) the effective date for the Paid Period; and
(d) the relevant subscription model, as referenced in clause 8, which you have chosen,
(an “Order Form”).
5.4 Additional features may be added by Subscribers at any time and the Subscription Fees (as defined below) will be charged at the next Billing Date (as defined below) for those additional features added. You will be issued an additional Order Form for additional features added requiring your electronic signature prior to these features being made available for Subscribers.
5.5 We shall use our reasonable endeavours to ensure that the Services are available at all times during the Paid Period (as defined below), except for reasonable scheduled downtime for system upgrades and maintenance, or during periods where wider internet services are unavailable or compromised, but we do not guarantee that the Services will always be available or error free.
5.8 The Platform and any recommendations we provide are intended to provide general information only. By their nature, the information and recommendations provided involve numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward looking information will not occur, which may cause actual performance in future periods to differ materially from any estimates or projections or future performance or results expressed or implied by such recommendations or information. We are under no obligation to update or revise any recommendations or information, whether as a result of new information, future events or otherwise, after the date on which the recommendations or information are produced or to reflect the occurrence of unanticipated events. You should not place any reliance on any recommendations or information, and you remain solely responsible for any actions or decisions you take regarding the operation of your business.
6. AUTHORISED USERS
6.1 Each Annual Subscription or Monthly Subscription (as defined below) shall include access for up to five distinct natural persons as Authorised Users. We may permit you to add additional Authorised Users, subject to payment of any additional fees as notified by us.
6.2 In relation to the Authorised Users, you undertake that:
(a) the maximum number of Authorised Users you authorise to access and use the Services shall not exceed the number set out in clause 6.1 or which we have otherwise agreed with you from time to time;
(b) each Authorised User will be required to use an email address, username, password or other combination of identifying information required by us (“Identification Data”). Authorised Users must keep their Identification Data confidential and not disclose it to any third party. If an Authorised User knows or suspects that anyone other than them knows their Identification Data, they must immediately change their Identification Data and promptly notify us at email@example.com.
(c) you will not permit the Identification Data of an Authorised User to be used by more than one individual unless it has been reassigned in its entirety to another individual with the first individual no longer having any right to use that Identification Data;
(d) you shall maintain a written, up to date list of current Authorised Users and provide such list to us within 2 business days of receiving written request from us to do so;
(f) if an audit reveals:
(i) that any password has been provided to any individual who is not an Authorised User, then without prejudice to our other rights, you shall promptly disable such passwords and we shall not issue any new passwords to any such individual; and/or
(ii) that you have underpaid Subscription Fees in respect of the number of Authorised Users accessing the Services, then without prejudice to our other rights, you shall pay us an amount equal to such underpayment as calculated in accordance with the prices for each Authorised User under your current Monthly Subscription or Annual Subscription within 10 business days of the date of the audit.
6.3 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
6.4 You are responsible for any activity on the Platform arising out of any failure to keep Identification Data confidential, and may be held liable for any losses arising out of such a failure.
7. YOUR USE OF THE SERVICES
7.1 You warrant, represent and undertake:
(a) that you are accessing the Platform in the course of a business;
(c) that your submitted details (including the details submitted on registration and any Subscriber Data (as defined below)) are true and accurate and you have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such submitted details;
(d) that you meet any further criteria we may ask you to confirm at the point of sign up or by subsequent declaration;
(e) to provide us with:
(ii) all necessary access to such information as we may require;
in order to provide the Services, including but not limited to Subscriber Data (as defined below), security access information and configuration services;
(j) to ensure that your network and systems comply with the relevant specifications provided by us from time to time.
7.2 You will not access, store, distribute or transmit any software bugs, viruses, Trojan horses, spyware, scareware, worms, phishing attacks, distributed denial-of-service attacks or other harmful codes (“Viruses”) or any material during the course of your use of the Services that:
(a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
(e) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) is otherwise illegal or causes damage or injury to any person or property;
and we reserve the right, without liability or prejudice to our other rights, to disable your access to any material that breaches the provisions of this clause.
7.3 You will not:
(i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform (as applicable) in any form or media or by any means; or
(ii) attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or
(c) access all or any part of the Services in order to build a product or service which competes with the Platform; or
(d) use the Services to provide services to third parties; or
(e) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
(f) attempt to obtain, or assist third parties who are not Authorised Users in obtaining, access to the Services; or
(g) introduce, or permit the introduction of, any Viruses into our network and information systems.
8. SUBSCRIPTION MODEL
8.1 From the date of the Immersion Session, each Subscription Account may commence a 14-day period of free access to the Services on the Platform (“Free Period”). The Services made available during the Free Period may vary from those available during the Paid Period.
8.3 If an Order Form has been signed, upon expiry of the Free Period, unless you notify us in writing prior to the expiry of the Free Period of your intention to cancel, the Subscription Account will automatically enter into a paid subscription for the Services (“Paid Period”) on the effective date specified in the Order Form on one of the following subscription models (as specified in the Order Form):
Your Right of Termination
Our Right of Termination
(b) in our reasonable opinion, you are using the Platform inappropriately, incompetently, maliciously or in any way that may constitute derogatory treatment of the Platform or might bring us into disrepute or have a prejudicial effect on our image or business; or
(c) we reasonably consider your continued use of the Platform to be prejudicial to the Platform and/or other Subscribers or to have a prejudicial effect on our image or business.
Effects of Termination
10.1 You shall pay us the Subscription Fees for the Paid Period as set out in your Order Form from the effective date specified in the Order Form. The Subscription Fees are exclusive of sales tax.
10.2 You shall provide valid, up-to-date and complete credit card details or any other valid, up-to-date and complete contact and billing details on registration of your Subscription Account.
10.3 The payment method linked to your Subscription Account shall be automatically charged the Subscription Fees:
(a) monthly in advance for a Monthly Subscription with the first payment to be taken on the first day of the Paid Period and all monthly payments thereafter to be taken on the monthly anniversary of the Paid Period until the Monthly Subscription terminates; or
(b) on the first day of the Paid Period for an Annual Subscription and each anniversary thereafter until the Annual Subscription terminates,
(each a “Billing Date”).
10.5 Subscription Fees may be subject to foreign exchange fees or differences in prices based on location. We may calculate the tax component of the Subscription Fees based on the billing information that you provide us at the time of purchase.
10.7 If you do not object to the proposed changes before expiry of a Pricing Notice, you will be deemed to have accepted the proposed changes and will be charged the new prices from the next Billing Date.
11. DATA STORAGE
12. INTELLECTUAL PROPERTY RIGHTS
12.2 In any case where printing, downloading or otherwise saving any page(s) or material(s) is expressly enabled or authorised in the Platform, such functionality, and any resulting copies may only be used if obtained during the Paid Period, provided that any such materials identify our branding, are not used in a manner that will or may bring us into disrepute or have a prejudicial effect on our image or business and in any event are only used for the Purpose.
12.3 When you provide us with Subscriber Data (including by uploading such Subscriber Data to the Platform), you:
(a) grant us a worldwide, irrevocable, non-exclusive, royalty free licence to access, store, display, transmit, reproduce, modify and distribute your Subscriber Data (or excerpts thereof) on the Platform to the extent required to perform our Services to you;
(b) grant us a perpetual, worldwide, irrevocable, non-exclusive, sub-licensable, transferable, assignable, royalty free licence to use, access, store, display, transmit, reproduce, modify and distribute your Subscriber Data (or excerpts thereof) for our business purposes provided we do so in a manner which does not allow other Subscribers access to your Subscriber Data, or to reconstruct your Subscriber Data; does not identify your business; and aggregates the Subscriber Data into a broader class of data with other businesses; and
(c) grant us the right to sub-license the rights licensed under part (a) above to whom we have contractual relationships with in relation to the Platform, solely for the purpose of providing the Services or operating the Platform, and to otherwise permit access to or disclose your Subscriber Data to third parties if we determine such access is necessary to comply with our legal obligations.
12.4 You warrant that:
12.5 To the extent permissible by law we also have the right to disclose your identity to any third party who is claiming that any Subscriber Data uploaded by you on the Platform constitutes a violation of their intellectual property rights.
12.6 We will not be responsible, or liable to you or any third party, for the content or accuracy of any Subscriber Data posted by you or any other user of the Platform. Any views expressed by other users on the Platform do not represent our views or values.
13. DATA PROTECTION
“data processor”, “data controller”, “data subject” “technical and organisational measures” “personal data”, “personal data breach”, “processing”, have the meanings as defined in the Data Protection Legislation; and
“Data Protection Legislation” means the Data Protection Act 2018, the General Data Protection Regulation (EU) 2016/679, the Privacy and Electronic Communications Directive (2002/58/EC) (as updated by Directive 2009/136/EC), the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) (as amended) and all other applicable laws and regulations relating to the processing of personal data and privacy, as may be amended or superseded from time to time, including where applicable the guidance and codes of practice issued by any relevant supervisory authority from time to time.
13.2 You acknowledge that in relation to any personal data collected, processed or otherwise used by us, including any personal data provided by Authorised Users such as Identification Data, such data shall be processed in accordance with our Privacy Notice.
13.3 We agree and acknowledge that the Platform Data and the Subscriber Data do not include any personal data.
(a) responding to any requests, enquiries or complaints from a data subject, regulator or other third party (including any request by a data subject to exercise their rights under the Data Protection Legislation), in relation to our respective responsibilities as data controllers explained above;
(b) providing reasonable assistance to the other party, in responding to any request from a supervisory authority and in ensuring compliance with its obligations under Data Protection Legislation with respect to security, personal data breach notifications, data protection impact assessments and consultations with supervisory authorities or regulators;
(c) at all times processing the personal data in a manner that ensures appropriate security of the personal data, including protection against unauthorised or unlawful processing and against accidental loss, destruction or damage, using appropriate technical and organisational measures, and the measures shall, at a minimum, comply with the requirements of Data Protection Legislation; and
(d) notifying the other party without undue delay on becoming aware of any breach of the Data Protection Legislation.
13.8 You agree to indemnify and hold us, our subsidiaries, affiliates, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any claim made or brought by a data subject or other legal person in respect of any loss, damage or distress caused as a result of any breach of this clause 13 or the data protection legislation by you, your employees or your agents.
13.9 For California residents, please click here to view our California Specific Privacy Notice – California Addendum.
14. LINKING TO THE PLATFORM
14.1 You may link to the Platform, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it.
14.2 You must not:
(a) establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
(b) establish a link to the Platform in any website that is not owned by you; and/or
(c) frame the Platform on any other site, or create a link to any part of the Platform other than linking to the landing page at https://www.proquoai.com/.
14.3 We reserve the right to withdraw our linking permission without notice.
14.4 If you wish to make any use of content on the Platform, other than as set out above, please contact firstname.lastname@example.org.
15. INDEMNITY AND LIMITATION OF LIABILITY
15.3 We do not warrant:
(a) to the maximum extent permitted by law, that the information we provide or that is provided through or on the Platform is accurate, complete, up-to-date, reliable or correct, or fit for any particular purpose (including use in any advertising or marketing claims);
(b) that the Platform will meet your requirements; or
(c) that the Platform is completely secure, free of Viruses or other harmful components.
(a) death or personal injury caused by its negligence, or the negligence of its partners, officers, personnel, subcontractors or agents;
(b) fraud or fraudulent misrepresentation; or
(c) any other liability which cannot be limited or excluded by law.
(a) any loss of revenue or profits;
(b) any loss of anticipated savings;
(c) any loss of business opportunity;
(d) any loss of goodwill; or
(e) any indirect or consequential loss or damage.
(a) £1,500; and
(b) 150% of the Subscription Fees paid or payable by you in that Contract Year.
16. SECURITY AND THIRD PARTY LINKS
16.1 You are responsible for configuring your information technology, Devices, computer programs and platforms in order to access the Platform and should use your own Virus protection software. Any subject matter downloaded or otherwise obtained through the use of the Platform is downloaded at your own risk and you will be solely responsible for any damage to your property or loss of data that results from such download or use of any such material. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. Always log into your account through the Platform to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
16.2 We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communication facilities.
16.3 We assume no responsibility for any of the products or services advertised or offered by a third party through the Platform or the content of websites linked on the Platform. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them. We have no control over the contents of those sites or resources.
17. MISCELLANEOUS TERMS
17.9 Marketing. You agree that we may publicly identify you as a user of the Services for the purpose of marketing and publicising our services, including use of your logo on a list of customers on the Platform.
18. CONTACT US
To contact us, please email email@example.com.