Standard Terms and Conditions of Use for Numerable Website (“Terms and Conditions”)
BACKGROUND:
These Terms and Conditions, together with any and all other documents referred to herein, set out the terms of use under which you may use Numerable in relation to the board intelligence services provided through the Numerable web app, website (www.numerable.io), application programming interface (API), consultancy engagements and/or as otherwise provided by Numerable to you from time to time (the “Service”).
Please read these Terms and Conditions carefully and ensure that you understand them. You will be required to read and accept these Terms and Conditions when registering for an Account. If you do not agree to comply with and be bound by these Terms and Conditions, you must stop using the Service immediately.
1. Definitions and Interpretation
1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:
• “Account” means an account required to access and use the web app Service, as detailed in Clause 4;
• “Content” means any and all text, images, audio, video, scripts, code, software, databases and any other form of information capable of being stored on a computer that appears on, or forms part of, the Service;
• “Data Protection Legislation” means the Data Protection Act 2018, the General Data Protection Regulations (EU) 2016/679 as transposed into UK law pursuant to the European Union (Withdrawal) Act 2018 (UK GDPR) and any subsequent UK data protection legislation;
• “Third Party Data” means information and data collected by us from third party sources (including public online databases, news sources) as defined in clause 11.3;
• “User” means a user of the Service;
• “User Content” means data created and/or uploaded by Users in or to the Service; and
• “We/Us/Our” means Numerable Software Ltd, a limited company registered in England under company number 09741232, whose registered address is C/O Roxburgh Milkins, Merchants House North, Wapping Road, Bristol, United Kingdom, BS1 4RW.
2. Information About Us
2.1 The Service is owned and operated by Numerable Software Ltd, a limited company registered in England under company number 09741232, whose registered address is C/O Roxburgh Milkins, Merchants House North, Wapping Road, Bristol, United Kingdom, BS1 4RW.
3. Access to the Service
3.1 Access to some areas of the Service is free of charge.
3.2 It is your responsibility to make any and all arrangements necessary in order to access the Service.
3.3 We may, from time to time, make changes to the Service such as:
3.3.1 minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue;
3.3.2 minor changes may be made to reflect changes in the law or other regulatory requirements; and
3.3.3 we will continue to develop and improve the Service over time, in some cases making significant changes to it, however, we are under no obligation to update the Service and we do not guarantee that the Service, or any Content on it, will be free from errors or omissions.
3.4 We will aim to ensure that the Service is available at all times. However, by using the Service, you acknowledge that the Service is provided on an “as is” and “as available” basis. We do not guarantee that the Service, or any Content or data in it, will always be available or be
uninterrupted.
3.5 We may suspend or withdraw or restrict the availability of all or any part of the Service at any time. We will try to give you reasonable notice of any suspension or withdrawal. You should ensure that you have appropriate back up measures should the Service be unavailable or cease.
4. Accounts
4.1 An Account is required to use the web app Service.
4.2 When creating an Account, the information you provide must be accurate and complete. If any of your information changes at a later date, it is your responsibility to ensure that your Account is kept up-to-date.
4.3 We require that you choose a strong password for your Account. It is your responsibility to keep your password a secret and safe. If you believe your Account is being used by someone else or suspect that anyone other than you knows your account details, please contact Us immediately at info@numerable.io. We will not be liable for any unauthorised use of your Account.
4.4 You must not use anyone else’s Account.
4.5 Any personal information provided in your Account, or otherwise provided to us by you or on your behalf, will be collected, used, and held in accordance with your rights and Our obligations under the Data Protection Legislation, as set out in our Privacy Policy (https://app.numerable.io/privacy).
4.6 If you wish to close your Account, you may do so at any time. Closing your Account will result in the removal of your information. Closing Your account will also remove any User Content that you have created from Our system.
4.7 We have the right to disable your Account or other access to the Service at any time if, in our reasonable opinion, you have failed to comply with any of the provisions of these Terms and Conditions.
4.8 Some areas of the Service are free of charge. However, where payment is required the following will apply:
4.8.1 The payment terms, such as when payment is due, will, where applicable, be shown on the invoice or your user account. Failure to make any payments when due will result in your Account or other access to the Service being suspended or terminated.
4.8.2 You are required to subscribe for a one month period from the date you register for your Account. Your Account will renew automatically for further one month periods and we will charge you the applicable fee, advising you only if there is to be a change to the price to set up your Account on the Service. You can cancel your use of the Service at any time however we reserve the right to retain any sums that you have already paid and will not provide any refunds.
5. Intellectual Property Rights and Licence
5.1 We own all rights, title and interest in and to the Service, subject to any rights of licensed third party data and software, including without limitation all intellectual property rights in all Content (other than the User’s Content) on the Service and all associated software. These rights are protected by international intellectual property laws. We are the owner or licensee of all content and rights in and to the Service.
5.2 Where permitted and enabled by their subscription and subject to these Terms and Conditions, we grant Users a limited, non-exclusive, revocable, worldwide, non-transferable licence to:
5.2.1 use the Service to view and export data for personal (including research and private study) and internal business purposes within your organisation;
5.2.2 produce and distribute Snapshot PDFs, summaries and analyses from Numerable’s data; and
5.2.3 include data from the API Service in your product or service that is named in our proposal for the supply of that Service.
5.3 You retain the intellectual property rights in any User Content that you upload, transmit or store in your Account and you grant us a perpetual, non-exclusive, worldwide licence to use such content for the purposes of providing the Service.
5.4 By accepting these Terms and Conditions, you hereby undertake that you will not, except as permitted by clause 5.2 or with Our prior express written permission:
5.4.1 copy or otherwise attempt to acquire any part of the Service;
5.4.2 distribute, publicly perform, publicly display, reproduce or create derivative works from the Service;
5.4.3 disassemble, decompile or otherwise reverse engineer the Service;
5.4.4 allow or facilitate any use of the Service that would constitute a breach of these Terms and Conditions;
5.4.5 embed or otherwise distribute the Service on any website, ftp server or similar; and/or
5.4.6 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services (including the Content or any copies thereof) available to any third party.
6. Links to the Service
6.1 You may link to the Service provided that:
6.1.1 you do so in a fair and legal manner;
6.1.2 you do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;
6.1.3 you do not use any of Our logos or trade marks (or any others displayed on the Service) without Our express written permission; and
6.1.4 you do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.
6.2 You may not link to any page other than the homepage of the web app Service (https://app.numerable.io) unless using the sharing features of the Service. Deep-linking to other parts of the Service requires Our express written permission.
6.3 You may not link to the Service from any other website the content of which contains material that:
6.3.1 is sexually explicit;
6.3.2 is obscene, deliberately offensive, hateful or otherwise inflammatory;
6.3.3 promotes violence;
6.3.4 promotes or assists in any form of unlawful activity;
6.3.5 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
6.3.6 is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
6.3.7 is calculated or is otherwise likely to deceive another person;
6.3.8 is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;
6.3.9 misleadingly impersonates any person or otherwise misrepresents the identity or affiliation of a particular person in a way that is calculated to deceive (obvious parodies are not included in this definition provided that they do
not fall within any of the other provisions of Clause 6.3);
6.3.10 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, trade marks, patents and database rights) of any other party; or
6.3.11 is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
7. Links to Other Content
We may provide links to other content such as websites, web apps and downloadable apps. Unless expressly stated, this content is not under Our control. We neither assume or accept responsibility or liability for such third party content. The provision of a link by Us is for reference only and does not imply any endorsement of the linked content or of those in control of it.
8. User Content
8.1 You agree that you will be solely responsible for any and all User Content that you create or upload using the Service. Specifically, you agree, represent and warrant that you have the right to use or upload the User Content and the right to use all materials of which it is comprised and that it will not contravene any aspect of Our Acceptable Usage Policy, detailed in Clause 9.
8.2 If you wish to remove User Content, you may do so using the Remove buttons on the Reports Library page. You acknowledge, however, that caching or references to your User Content may not be made immediately unavailable (or may not be made unavailable at all where they are outside of Our reasonable control).
8.3 We are not responsible for the content or accuracy, or for any opinions, views, or values expressed in any User Content created using the Service. Any such opinions, views, or values are those of the relevant User, and do not reflect Our opinions, views, or values in any way.
9. Acceptable Usage Policy
9.1 You may only use the Service in a manner that is lawful and that complies with the provisions of this Clause 9. Specifically:
9.1.1 you must ensure that you comply fully with any and all applicable local, national and international laws and/or regulations;
9.1.2 you must not use the Service in any way, or for any purpose, that is unlawful or fraudulent; and
9.1.3 you must not use the Service in any way, or for any purpose, that is intended to harm any person or persons in any way.
9.2 The following types of User Content are not permitted on the Service and you must not use the Service in a way, nor create, submit, communicate or otherwise do anything, that:
9.2.1 is sexually explicit;
9.2.2 is obscene, deliberately offensive, hateful, or otherwise inflammatory;
9.2.3 promotes violence;
9.2.4 promotes or assists in any form of unlawful activity;
9.2.5 discriminates against, or is in any way defamatory of, any person, group or class of persons, race, sex, religion, nationality, disability, sexual orientation, or age;
9.2.6 is intended or otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;
9.2.7 is calculated or otherwise likely to deceive;
9.2.8 is intended or otherwise likely to infringe (or threaten to infringe) another person’s right to privacy;
9.2.9 misleadingly impersonates any person or otherwise misrepresents your identity or affiliation in a way that is calculated to deceive (obvious parodies are not included within this definition provided that they do not fall within any of the other provisions of this Clause 9.2);
9.2.10 implies any form of affiliation with Us where none exists;
9.2.11 infringes, or assists in the infringement of, the intellectual property rights (including, but not limited to, copyright, patents, trade marks and database rights) of any other party; or
9.2.12 is in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.
9.3 We reserve the right to suspend or terminate your Account and/or your access to the Service if you materially breach the provisions of this Clause 9 or any of the other provisions of these terms and conditions. Specifically, We may take one or more of the following actions:
9.3.1 suspend, whether temporarily or permanently, your Account and/or your right to access the Service;
9.3.2 remove any of your User Content which violates this Acceptable Usage Policy;
9.3.3 take legal proceedings against you for reimbursement of any and all relevant costs on an indemnity basis resulting from your breach;
9.3.4 take further legal action against you as appropriate;
9.3.5 disclose such information to law enforcement authorities as required or as we deem reasonably necessary; and/or
9.3.6 any other actions which We deem reasonably appropriate (and lawful).
9.4 Subject to Clause 12.1, We hereby exclude any and all liability arising out of any actions (including, but not limited to, those set out above) that We may take in response to breaches of these Terms and Conditions.
10. Advertising
10.1 We may feature advertising within the Service and We reserve the right to display advertising on the same page as any User Content.
10.2 You agree that you will not attempt to remove or hide any advertising using HTML/CSS or by any other method.
10.3 We are not responsible for the content of any advertising in the Service. Each advertiser is responsible for the content of their own advertising material. We will not be responsible for any advertising in the Service including, but not limited to, any errors, inaccuracies, or omissions.
11. Disclaimers
11.1 No part of the Service, Content or any accompanying documentation (whether provided in electronic form or otherwise including, without limitation, regulatory news) constitutes advice on which you should rely and is provided for general information purposes only. Professional or specialist advice should always be sought before taking any action relating to financial decisions or otherwise.
11.2 We make no representation, warranty, or guarantee that the Service will meet your requirements, that it will be fit for a particular purpose, that it will not infringe the rights of third parties, that it will be compatible with all software and hardware, or that it will be secure.
11.3 In order to provide the Service to you, we collect information and data from a range of different third party sources, including public online records and databases (“Third Party Data”). We are not responsible for the completeness or accuracy, or for any opinions, views or assumptions expressed, in any Third Party Data to the extent incorporated within the Content or otherwise accessed by you via the Service. In addition, you must ensure that you comply with all notices and restrictions affixed to any Content and Third Party Data (including, without limitation, any copyright notices).
11.4 To the extent that the Content contains any personal data (within the meaning given under the Data Protection Legislation) derived from Third Party Data, you expressly acknowledge and agree that we are not responsible for obtaining consent or other lawful bases for your use of that personal data and you must satisfy yourself that you have all necessary lawful justifications under the applicable Data Protection Legislation for any processing you undertake.
12. Limitation of Liability
12.1 We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
12.2 We exclude all implied conditions, warranties, representations or other terms that may apply to these Terms and Conditions.
12.3 We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or regarding your use of, or inability to use, the Service or your use of or reliance on any Content in the Service.
12.4 In particular, we will not be liable for loss of profits, sales, business or revenue; business interruption; loss of anticipated savings; loss or corruption of data, loss of business opportunity, goodwill or reputation; or any indirect or consequential loss or damage.
12.5 Our aggregate liability to you will not in any event exceed an amount equal to the subscription fees paid by you to us in the 12-month period preceding an alleged breach.
12.6 You agree that you will indemnify Us and our subsidiaries, affiliates, officers, agents and employees against any third party claim arising out of or connected with your use of the Service (including the Content).
13. Viruses, Malware and Security
13.1 We exercise all reasonable skill and care to ensure that the Service is secure and free from viruses and other malware. We do not, however, guarantee that the Service is secure or free from viruses or other malware and accept no liability in respect of the same.
13.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.
13.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via the Service.
13.4 You must not attempt to gain unauthorised access to any part of the Service, the server on which the Service is stored, or any other server, computer, or database connected to the Service.
13.5 You must not attack the Service by means of a denial of service attack, a distributed denial of service attack, or by any other means.
13.6 By breaching the provisions of Clauses 13.3 to 13.5 you may be committing a criminal offence under the Computer Misuse Act 1990. Any and all such breaches will be reported to the relevant law enforcement authorities and We will cooperate fully with those authorities by disclosing your identity to them. Your right to use the Service will cease immediately in the event of such a breach and, where applicable, your Account will be suspended and/or deleted.
14. Privacy and Cookies
The Use of the Service is also governed by Our Privacy Policy, available from https://app.numerable.io/privacy. This policy is incorporated into these Terms and Conditions by this reference.
15. Communications from Us
15.1 If you have an Account, We may from time to time send you important notices by email. Such notices may relate to matters including, but not limited to, service changes, changes to these Terms and Conditions, changes to the Service, and changes to your Account.
15.2 We will never send you marketing emails of any kind without your express consent. If you do give such consent, you may opt out at any time. Any and all marketing emails sent by Us include an unsubscribe link. If you opt out of receiving emails from Us at any time, it may take up to 3 business days for Us to comply with your request. During that time, you may continue to receive emails from Us.
15.3 For questions or complaints about email communications from Us (including, but not limited to, marketing emails), please contact Us at info@numerable.io
16. Other Important Terms
16.1 We may assign, sub-contract, charge or otherwise transfer Our obligations and rights under these Terms and Conditions to a third party. If this occurs, you will be informed by Us in writing. Your rights under these Terms and Conditions will not be affected and Our obligations under these Terms and Conditions will be transferred to the third party who will remain bound by them.
16.2 You may not assign, sub-contract, charge or otherwise transfer your obligations and rights under these Terms and without Our express written permission.
16.3 The contract is between you and Us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms and Conditions.
16.4 If any of the provisions of these Terms and Conditions are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of these Terms and Conditions. The remainder of these Terms and Conditions shall be valid and enforceable.
16.5 No failure or delay by Us in exercising any of Our rights under these Terms and Conditions means that We have waived that right, and no waiver by Us of a breach of any provision of these Terms and Conditions means that We will waive any subsequent breach of the same or any other provision.
16.6 These Terms and Conditions constitute the entire agreement between you and us, and supersede and extinguish all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to their subject matter.
16.7 We shall not be in breach of these Terms and Conditions nor liable for any delay in performing, or failure to perform, any of our obligations under these Terms and Conditions if such delay or failure results from events, circumstances or causes beyond our reasonable control.
17. Changes to these Terms and Conditions
We may alter these Terms and Conditions at any time. Any such changes will become binding on you upon your first use of the Service after the changes have been implemented. You are therefore advised to check this page from time to time.
18. Law and Jurisdiction
These terms and conditions will be governed by and construed in accordance with English law, and any disputes relating to these terms and conditions will be subject to the exclusive jurisdiction of the courts of England.
19. How to Contact Us
If you have any questions or complaints about the Service, please contact Us at info@numerable.io
20. Document Version
This document is our ‘Standard Terms and Conditions of Use of Numerable Services’, version 2.0, published January 2024.