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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 this website https://www.numerable.io/.

Please read these Terms and Conditions carefully and ensure that you understand them. By continuing to use this website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.

1. Definitions and Interpretation

1.1 In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

• “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, our website;

• “Data Protection Legislation” means the Data Protection Act 1998, the General Data Protection Regulations (EU) 2016/679 and any subsequent UK data protection legislation;

• “We/Us/Our” means Numerable Software Ltd, a limited company registered in England under company number 09741232, whose registered address and main trading address is 15a Church Lane, Old Sodbury, Bristol BS37 6NB, UK.

2. Information About Us

2.1 Our website is owned and operated by Numerable Software Ltd, a limited company registered in England under company number 09741232, whose registered address and main trading address is 15a Church Lane, Old Sodbury, Bristol BS37 6NB, UK.

3. Access to Our Website

3.1 It is your responsibility to make any and all arrangements necessary in order to access our website.

3.2 We may, from time to time, make changes to our website such as:

3.2.1 minor changes may be required to make underlying technical alterations, for example, to fix an error or to address a security issue;

3.2.2 minor changes may be made to reflect changes in the law or other regulatory requirements; and

3.2.3 we will continue to develop and improve our website over time, in some cases making significant changes to it,

however, we are under no obligation to update our website and we do not guarantee that our website, or any content on it, will be free from errors or omissions.

3.3 We will aim to ensure that our website is available at all times. However, by using our website, you acknowledge that our website is provided on an “as is” and “as available” basis. We do not guarantee that our website, or any content or data in it, will always be available or be uninterrupted.

3.4 We may suspend or withdraw or restrict the availability of all or any part of our website at any time.

4. Intellectual Property Rights

We own all right, title and interest in and to our website, subject to any rights of licensed third party software, including without limitation all intellectual property rights in all Content on our website and all associated software. These rights are protected by international intellectual property laws.

You must not:

• republish material from our website (including republication on another website);

• sell, rent or sub-license material from our website;

• show any material from the website in public;

• reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;

• edit or otherwise modify any material on our website; or

• redistribute material from our website except for content specifically and expressly made available for redistribution.

5. Links to Our Website

5.1 You may link to our website is hosted provided that:

5.1.1 you do so in a fair and legal manner;

5.1.2 you do not do so in a manner that suggests any form of association, endorsement or approval on Our part where none exists;

5.1.3 you do not use any of Our logos or trade marks (or any others displayed on our website) without Our express written permission; and

5.1.4 you do not do so in a way that is calculated to damage Our reputation or to take unfair advantage of it.

5.2 You may not link to any page other than the homepage of our website https://www.numerable.io/. Deep-linking to other parts of our website requires Our express written permission.

5.3 You may not link to our website from any other website the content of which contains material that:

5.3.1 is sexually explicit;

5.3.2 is obscene, deliberately offensive, hateful or otherwise inflammatory;

5.3.3 promotes violence;

5.3.4 promotes or assists in any form of unlawful activity;

5.3.5 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;

5.3.6 is designed or is otherwise likely to threaten, harass, annoy, alarm, inconvenience, upset, or embarrass another person;

5.3.7 is calculated or is otherwise likely to deceive another person;

5.3.8 is designed or is otherwise likely to infringe (or threaten to infringe) another person’s privacy;

5.3.9 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 5.3);

5.3.10 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

5.3.11 is made in breach of any legal duty owed to a third party including, but not limited to, contractual duties and duties of confidence.

6. 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.

7. Acceptable Usage

7.1 You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

7.2 You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

7.3 You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without Our express written consent.

7.4 You must not use this website to transmit or send unsolicited commercial communications.

7.5 You must not use this website for any purposes related to marketing without Our express written consent.

8. Limitation of Liability

8.1 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.

8.2 We exclude all implied conditions, warranties, representations or other terms that may apply to these Terms and Conditions.

8.3 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, our website or your use of or reliance on any Content on our website.

8.4 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.

8.5 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.

8.6 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 our website.

9. Viruses, Malware and Security

9.1 We exercise all reasonable skill and care to ensure that our website is secure and free from viruses and other malware. We do not, however, guarantee that our website is secure or free from viruses or other malware and accept no liability in respect of the same.

9.2 You are responsible for protecting your hardware, software, data and other material from viruses, malware and other internet security risks.

9.3 You must not deliberately introduce viruses or other malware, or any other material which is malicious or technologically harmful either to or via our website.

9.4 You must not attempt to gain unauthorised access to any part of our website, the server on which our website is stored, or any other server, computer, or database connected to our website.

9.5 You must not attack our website by means of a denial of service attack, a distributed denial of service attack, or by any other means.

9.6 By breaching the provisions of Clauses 9.3 to 9.5 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.

10. Privacy and Cookies

The Use of our website is also governed by Our Privacy Policy, available from https://www.numerable.io/privacy/. This policy is incorporated into these Terms and Conditions by this reference.

11. Other Important Terms

11.3 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.

11.4 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.

11.5 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.

11.6 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.

11.7 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.

12. 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 our website after the changes have been implemented. You are therefore advised to check this page from time to time.

13. 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.

14. How to Contact Us

If you have any questions or complaints about our website, please contact Us at info@numerable.io

15. Document Version

This document is our ‘Standard Terms and Conditions of Use for Numerable Website’, version 1.0, published April 2018.