Last updated: June 16, 2021
Please read this End-User License Agreement (“Agreement”) carefully before clicking the “I Agree” button, or using Arctick (“Application”).
If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not use the Application. We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.
By continuing to access or use the Application after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the Application.
Definitions
For the purposes of these Terms and Conditions:
- Application means Arctick software provided as SaaS (Software as a Service)
- Affiliate means an entity that controls, is controlled by or is under common control with a party, where “control” means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.
- Device means any device that can access the Application such as a computer, a mobile phone or a digital tablet.
- Terms and Conditions (also referred as “Terms”) mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Application.
- Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Application.
- Website refers to iSite, accessible from https://free.isite.co.uk
- Customer (referred to as “You”) means the individual accessing or using the Application, or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.
- Supplier (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to Prime ISite Ltd, 71-75 SHELTON STREET, COVENT GARDEN, LONDON, ENGLAND, WC2H 9JQ.
- Concurrent Users means the number of Authorised Users who are permitted to be logged in simultaneously to use the Application at any given time.
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Acknowledgment
These are the Terms and Conditions governing the use of this Application and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Application.
Your access to and use of the Application is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Application.
By accessing or using the Application You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Application.
Your access to and use of the Application is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Application.
Links to Other Websites
Our Application may contain links to third-party web sites or services that are not owned or controlled by the Company.
The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.
Subscriptions
Subject to the Customer’s full compliance with the terms and conditions of this Agreement and the Customer paying the Subscription Fees as they become due, the Supplier hereby grants to the Customer a non-exclusive, non-sublicensable, non-transferable license to use the Product strictly in accordance with the terms of this Agreement.
The Customer shall pay the Subscription Fees due in respect of the number of Concurrent Users as set out in the Order Form within 30 days of the date of the invoice. If the Supplier has not received payment within 30 days of the date of the invoice, the Supplier may without liability to the Customer, disable the Customer’s access to all or part of the Application while the invoice(s) concerned remain unpaid; and interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time commencing on the due date and continuing until fully paid, whether before or after judgement.
If the Customer wishes to increase the number of Concurrent Users who may utilise the Application, the Customer shall notify the Supplier and pay to the Supplier the Subscription Fees due for the number of additional User Subscriptions and the number of Concurrent Users shall be increased by such number of Users Subscriptions purchased.
The Customer will not allow any User Subscription to be used by more than one individual User unless it has been reassigned in its entirety to another individual user. The Customer shall permit the Supplier to audit the Application in order to establish the number of Concurrent Users accessing and using the Application at any time.
Restrictions
The Customer shall not:
- Attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation in any form or media or by any means.
- Attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software.
- Access all or any part of the Application and Documentation in order to build a product or service which competes with the Application and/or the Documentation.
- Use the Application and/or Documentation to provide services to third parties or licence, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the services and/or Documentation available to any third party except the Authorised Users; or attempt to obtain, or assist third parties obtaining, access to the Application and/or Documentation.
- Use or permit to be used the Product for anything other than the Purpose.
- Access, store, distribute, transmit, upload or allowed to be uploaded to the Application that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- Facilitates illegal activity, depicts sexually explicit images, promotes unlawful violence or is discriminatory;
- Is discriminatory based on race, gender, colour, religious belief, sexual orientation of disability;
- Is in a manner than is otherwise illegal or causes damage or injury to any person or property;
- Contains any viruses.
Customer Obligations
The Customer represents and warrants to the Supplier that it has and shall at all times ensure that it has:
- All necessary right, title and interest in the Customer Data; and
- All necessary rights, licences, consents, authorisations and permissions necessary in order for the Supplier and its Contractors to perform their obligations under this Agreement including the storing and processing (as defined in the Data Protection Act 2018) of the Customer Data
Ownership
The Product and all Intellectual Property Rights contained therein, are and shall at all times remain the sole and exclusive property of the Supplier or its licensors.
Liability and Indemnification
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
“AS IS” and “AS AVAILABLE” Disclaimer
The Application is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Third Party Data Feeds
The Customer agrees and acknowledges that where it requires the Services to link to Third Party Data Feeds, the Third Party Data Feeds are subject to the relevant Third Party Supplier’s standard terms and conditions and/or an end user licence agreement as between the Customer and Third Party Supplier (Third Party Data Feed Terms); and the Third Party Data Feeds and not under the control of the Supplier and the Supplier makes no representations or warranties in relation to such Third Party Data Feeds.
Specifically, and without limitation, the Supplier does not warrant the accuracy or legality of any Data obtained by the Customer via a Third Party Data Feed; that any Third Party Data Feed will be free from viruses, errors or impairments; or that Third Party Data Feeds will be available at any particular or for any sustained period of time.
The Customer shall observe and comply with the Third Party Data Feeds Terms and warrants to the Supplier that it shall observe and perform the Third Party Data Feed Terms.
The Customer acknowledges and agrees that the Supplier shall have no liability to the Customer for any losses, costs, claims, demands, expenses (including legal expenses) damages and liabilities of whatsoever nature arising out of or in connection with the provision of Third Party Data Feeds or any claim or allegation that the Customer is in breach of its obligations owed to any Third Party Supplier.
Third Party Software
The Third Party Software shall be deemed to be incorporated within the Software for the purposes of this agreement and use of the Third Party Software shall be subject to the Third Party Software Terms.
The Supplier may change, remove or replace the Third Party Software from time to time and the Customer acknowledges that this may cause a change in or lost of functionality and/or performance of any part of the Services that is reliant upon such Third Party Software. The Supplier warrants that any loss of functionality and/or performance shall be temporary and shall not materially impact the Services or any part of the Services.
If the Customer utilises any element of the Services which incorporates Third Party Software, the Customer shall observe and comply and shall ensure that all Authorised Users observe and comply with the Third Party Software Terms.
Confidentiality
The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
No Party shall make, or permit any person to make, any public announcement concerning this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed), except as required by Law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
Member Account, Password, and Security
The Customer must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form. You also will choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify the Supplier immediately of any unauthorized use of your account or any other breach of security. The Supplier will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by the Supplier or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.
Termination
We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions. Upon termination, Your right to use the Application will cease immediately.
If your services are cancelled (whether by you or us), your right to access the Application stops immediately and your licence to the software related to the service ends. Secondly, we will delete all data or your content associated with your service.
No Unlawful or Prohibited Use
As a condition of your use of the Application, you will not use the Application for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Application in any manner that could damage, disable, overburden, or impair any iSite server, or the network(s) connected to any iSite server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any services, other accounts, computer systems or networks connected to any iSite server or to any of the services, through hacking, password mining or any other means. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Application.
Governing Law
This Agreement shall be governed by and construed in accordance with English law and each Party irrevocably submits to the exclusive jurisdiction of the English courts over any claim, dispute or matter arising under or in connection with this Agreement or its enforceability.
Disputes Resolution
If You have any concern or dispute about the service, You agree to first try to resolve the dispute informally by contacting the Company.
Severability
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Waiver
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall be the waiver of a breach constitute a waiver of any subsequent breach.
Contact Us
If you have any questions about these Terms and Conditions, You can contact us:
- By email: info@isite.co.uk