Terms of Service####1. Introduction and Acceptance. This Access License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity) (“You” or “Customer”) and Predictive Insight Ltd setting forth the terms and conditions under which Predictive Insight Ltd will grant You the right to access and use certain Predictive Insight Ltd software described in the accompanying or online documentation ( henceforth this software will be "Software" or “Companies House Connector”).####BEFORE YOU AGREE TO THE TERMS AND CONDITIONS, CAREFULLY READ THIS AGREEMENT. IF YOU ARE A CORPORATION, PARTNERSHIP LIMITED LIABILITY COMPANY OR OTHER ENTITY, THEN THE PERSON SIGNING THIS AGREEMENT ON THE ENTITY’S BEHALF REPRESENTS THAT HE OR SHE IS AUTHORISED TO SIGN FOR AND BIND THE ENTITY. IF YOU ARE NOT AUTHORISED TO SIGN FOR AND BIND THE ENTITY, THEN DO NOT AGREE TO THE TERMS AND CONDITIONS AND DO NOT ACCESS OR USE THE SOFTWARE. BY USING THE SOFTWARE YOU ARE SIGNING THIS AGREEMENT, AND ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.####2. Software. Subject to the restrictions set forth below and the payment of all applicable fees, Predictive Insight Ltd grants Customer a limited, non-exclusive, non-transferable, non-sublicenseable right to install the Software in Your salesforce.com instance (“SFDC Instance”) for use by You in connection with Your SFDC Instance for the number of users for which you have paid applicable subscription fees for Your internal business purposes. ####3. Software Availability. You acknowledge that access to and use of the Software is dependent on the availability and proper functioning of Your SFDC Instance and that Predictive Insight Ltd has no control over your SFDC Instance or the salesforce.com service. Predictive Insight Ltd disclaims responsibility and liability for any inability to access or use the Software, or degradation of the performance of the Software, to the extent caused by issues, problems, or malfunctions of, or inaccessibility to, Your SFDC Instance or other third party owned or controlled technology. You are solely responsible for the configuration of Your SDFC Instance and all technology and services necessary to access and use the Internet and Your SFDC Instance.####4. Ownership.####4.1 The rights granted hereunder do not constitute a transfer or sale of Predictive Insight Ltd or its licensors’ ownership rights in or to the Software, including, without limitation: (a) the Software and the applicable documentation; (b) Predictive Insight Ltd name, logo, domain name, Predictive Insight Ltd product names and other trademarks; and (c) hardware, processes, algorithms, user interfaces, know-how and other trade secrets or technology (collectively, “Predictive Insight Ltd Technology”). The Predictive Insight Ltd technology is protected by applicable intellectual property laws, including, but without limitation, United Kingdom copyright laws and international treaties. Except for the rights granted above, Predictive Insight Ltd and its licensors retain all right, title and interest in and to Predictive Insight Ltd Technology, including all intellectual property rights therein.####4.2 As between Predictive Insight Ltd and You, You own the information in Your SFDC Instance and Predictive Insight Ltd makes no claim of ownership to any information in Your SFDC Instance. You grant Predictive Insight Ltd all rights to the information in your SFDC Instance that are necessary for the Software to perform as intended. You are solely responsibility for the accuracy of all information in Your SFDC Instance.####5. Restrictions; Responsibilities.####5.1 YOU MAY NOT (AND MAY NOT ALLOW A THIRD PARTY TO) RENT, LEASE, SUBLICENSE, SELL, CHARGE, ASSIGN, LOAN, USE FOR TIMESHARING OR SERVICE BUREAU PURPOSES OR OTHERWISE TRANSFER THE SOFTWARE OR ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT. You may not (and may not allow a third party to): (a) reverse engineer, decompile, disassemble or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Software by any means whatsoever, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (b) remove or destroy any copyright notices or other proprietary markings; (c) attempt to circumvent any use restrictions or gain unauthorised access to the Software, computer systems or networks related to the Software; (d) modify or create derivative works based on the Software; (e) copy or distribute the Software; (f) allow use of the Software by anyone other than user(s) authorised and paid for by You; (g) knowingly transmit through the Software unlawful, libellous, tortious, defamatory, threatening, vulgar, or obscene material or material containing viruses or other harmful code; or (h) otherwise use the Software other than as permitted in Section 2. You acknowledge that Predictive Insight Ltd may utilise technological license control features that can limit Your access to or use of Software to ensure Your compliance with this Agreement.####5.2 You are responsible for all activity occurring under your user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Software, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) use commercially reasonable efforts to prevent unauthorised access to, or use of, the Software, and will notify Predictive Insight Ltd promptly of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Predictive Insight Ltd immediately and use reasonable efforts to stop immediately any unauthorised copying or distribution of content that is known or suspected by you or your users; and (iii) not impersonate another Predictive Insight Ltd user or provide false identity information to gain access to or use the Software. You will not attempt to or use your access to the Software to knowingly interfere with or disrupt the integrity or performance of the Software or the data contained therein.####6. Fees and Payment. The Customer subscribes to the Software with a monthly, or annual subscription ("Subscription Period"), Customer shall pay in advance a fee for the Subscription Period to access and use the Software for each user that will access or use the Software. Fees are described in the Software listing on the Salesforce AppExchange. Your designated debit or credit card will be billed monthly, and You will not be given access to the Software until You have paid the applicable fees. The first Subscription Period fee shall start to accrue as of the first day immediately following the Trial Period. The fees do not include any taxes or duties of any kind, which may be imposed by any governmental entity on the transactions contemplated by this Agreement, and Customer shall be solely responsible for all such taxes other than taxes based solely on Predictive Insight Ltd's income. All amounts paid are non-refundable. Customer may purchase additional user licenses at any time on a pro-rata basis so that all licenses will have the same expiration date. All amounts are quoted in and must be paid in GBP. In addition to any other rights granted to Predictive Insight Ltd herein, Predictive Insight Ltd reserves the right to suspend your access to and use of the Software if you fail to pay any undisputed amount owed on or before its due date.####7. Term. The Customer subscribes to the Software with a Subscription Period, the initial term of this Agreement shall be the number of days remaining in the current month from the date of subscription. This subscription will automatically renew every Subscription Period for additional successive Subscription Period terms at the Predictive Insight Ltd then-current list price, unless terminated by either party or cancelled by the customer via the AppExchange.####8. Termination. Either party shall have the right to terminate this Agreement in the event of a breach by the other party, which breach has not been cured within 30 days of the receipt of written notice thereof, except in the case of Customer’s failure to pay any fees when due hereunder, which must be cured within 5 days after receipt of written notice from Predictive Insight Ltd. Either party may terminate this Agreement if the other party becomes the subject of an involuntary petition in bankruptcy or other proceeding relating to insolvency, receivership, or liquidation, if such petition is not dismissed within 60 days of filing. Upon termination of this Agreement for any reason, the rights granted to Customer hereunder will immediately terminate and Customer shall immediately discontinue any use of the Software. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Predictive Insight Ltd prior to the effective date of termination.####9. Support; Updates. Predictive Insight Ltd will provide email support to Customer for current versions of the Software. Predictive Insight Ltd will investigate all of Customer’s questions and problems promptly. Customer agrees to provide adequate information to Predictive Insight Ltd to assist in the investigation and to confirm that any problems have been resolved. Predictive Insight Ltd does not provide guaranteed response time but will make good faith effort to answer emails within twenty-four (24) hours or less during weekdays, excluding holidays. Predictive Insight Ltd does not offer any support services under this Agreement. Predictive Insight Ltd may, in its sole discretion, from time to time update the Software and may include such updates, free of charge, in the Software, provided Customer has paid all applicable fees then due hereunder.####10. Confidentiality. “Confidential Information” means information disclosed by either party to the other, whether orally, electronically or in writing, which is designated as confidential or would reasonably be considered to be confidential under the circumstances by a reasonable person. Predictive Insight Ltd’s “Confidential Information” shall include, but not be limited to, Software, documentation, technology and technical information, product designs and business processes. Each party agrees to use Confidential Information solely to perform obligations and exercise rights under this Agreement and not to disclose, or permit to be disclosed, either directly or indirectly, Confidential Information to any third party without the other’s prior written consent. Each party shall safeguard the Confidential Information of the other party using the same measures it uses to protect its own confidential information, but in no event less than reasonable care. Notwithstanding the foregoing, neither party bears responsibility for safeguarding information that is publicly available without breach of an obligation owed to the disclosing party hereunder, obtained from third parties not under confidentiality restrictions, independently developed or known to the recipient without breach of an obligation owed to the disclosing party, or required to be disclosed by order of court or other governmental entity. If either party breaches, or threatens to breach the provisions of this Section 10, each party agrees that the non-breaching party will have no adequate remedy at law and is therefore entitled to immediate injunctive and other equitable relief.####11. Customer Warranties. Customer shall be solely responsible for all activities in connection with the Software that occur under Customer’s username(s). Without limiting the generality of the foregoing, Customer shall: (i) comply with all applicable laws and regulations; and (ii) be solely responsible for the accuracy, reliability, and quality of any information or data submitted by Customer to Predictive Insight Ltd or processed using the Software. Customer warrants that any data, content, or materials used, stored or created by Customer using the Software will not infringe the copyright, trade secret, patent, privacy, publicity, or other proprietary or intellectual property right of any third party.####12. Breach of Customer Warranties. In the event of any breach, or reasonably anticipated breach, of any of Customer’s warranties or obligations, or Customer infringes or misappropriates Predictive Insight Ltd's intellectual property rights, in addition to any other remedies available at law or in equity, Predictive Insight Ltd will have the right to immediately, in Predictive Insight Ltd's sole discretion, suspend Customer’s access to or use of the Software and/or terminate this Agreement, if deemed reasonably necessary by Predictive Insight Ltd to prevent any harm to Predictive Insight Ltd or its business.####13. Indemnity. Customer shall indemnify and hold Predictive Insight Ltd and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorneys’ fees and costs), arising out of a claim or demand alleging that any data or content submitted by Customer to Predictive Insight Ltd infringes, misappropriates, or violates any rights of a third party including any third party intellectual property rights.####14. WARRANTY DISCLAIMER. THE SOFTWARE IS PROVIDED ON AN “AS IS” BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR SELECTION OF THE SOFTWARE TO ACHIEVE ITS INTENDED RESULTS AND FOR THE USE OF AND RESULTS OBTAINED FROM THE SOFTWARE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PREDICTIVE INSIGHT LTD DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE. PREDICTIVE INSIGHT LTD DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, BE UNINTERRUPTED, OR ERROR-FREE.####15. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL PREDICTIVE INSIGHT LTD, ITS LICENSORS, OR SALESFORCE.COM BE LIABLE FOR LOSS OF PROFITS, BUSINESS OR DATA (EVEN IF THE SAME WERE JUDGED BY A COURT TO BE DIRECT LOSSES) OR FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER SUCH PECUNIARY LOSS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PREDICTIVE INSIGHT LTD, ITS LICENSORS’ OR SALESFORCE.COM’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER FOR THE SOFTWARE FOR THE IMMEDIATELY PRECEDING 12 MONTH PERIOD. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THEIR ESSENTIAL PURPOSE. THE ABOVE WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY AND DAMAGES INURE TO THE BENEFIT OF PREDICTIVE INSIGHT LTD’S LICENSORS AND SALESFORCE.COM.####16. Survival. The following provisions will survive any expiration or termination if this Agreement: Sections 4 (Ownership), 5 (Restrictions), 6 (Fees and Payment), 8 (Termination), 10 (Confidentiality), 11 (Customer Warranties), 13 (Indemnity), 14 (Warranty Disclaimer), 15 (Limitation of Liability), 16 (Survival), 17 (General).####17. General. This Agreement shall be governed by United Kingdom law without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the United Kingdom. This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all substantially all of the assets of a party, or (iii) any other form of combination or reorganisation involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void. No text or information set forth on any other purchase order, preprinted form or document (other than an associated Predictive Insight Ltd's quote or invoice, if applicable) shall modify the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between you and Predictive Insight Ltd. The failure of Predictive Insight Ltd to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by Predictive Insight Ltd in writing. This Agreement, together with any associated Predictive Insight Ltd's quote or invoice, comprises the entire agreement between you and Predictive Insight Ltd and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. All notices, required or permitted under this Agreement must be delivered in writing by courier, or by registered mail (postage prepaid and return receipt requested) to the other party at its address set forth in this Agreement. Notice hereunder will be effective (a) upon receipt or 3 days after being deposited in the mail as required above with the postal authority of the receiving party’s country, whichever occurs sooner, or (b) if delivered by email, upon receipt of email if delivered by email. Any notice to Predictive Insight Ltd will be delivered to Predictive Insight Ltd, Ltd., Apartment 2, Furze Hollow, Tower Hill Road, Dorking RH4 2DQ. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure.
