PLEASE READ CAREFULLY BEFORE USING THE 'SOCIALBRO' SOFTWARE AS A SOURCE PRODUCT:
THIS AGREEMENT (AGREEMENT) IS A LEGAL AGREEMENT BETWEEN YOU (CUSTOMER) AND SOCIALBRO LIMITED OF 9TH FLOOR, 107 CHEAPSIDE, LONDON, EC2V 6VN (SUPPLIER) FOR THE USE OF THE 'SOCIALBRO' SOFTWARE AS A SOURCE PRODUCT (SOCIALBRO), WHICH THE DATA SUPPLIED WITH IT AND ONLINE DOCUMENTATION (DOCUMENTATION).
SOCIALBRO REQUIRES AN [TYPE OF COMPUTER] COMPUTER WITH A MINIMUM OF [AMOUNT OF MEMORY] OF MEMORY AND THE [TYPE OF OPERATING SYSTEM] OPERATING SYSTEM [VERSION OF OPERATING SYSTEM].
BY CLICKING ON THE "ACCEPT" BUTTON BELOW YOU AGREE TO THE TERMS OF THIS AGREEMENT WHICH WILL BIND YOU AND YOUR EMPLOYEES. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, WE ARE UNWILLING TO ALLOW THE USE OF SOCIALBRO BY YOU AND YOU MUST DISCONTINUE THE USE NOW. IF YOU DO THIS, YOUR FEE (IF PAYMENT HAS ALREADY BEEN RECEIVED BY THE SUPPLIER) WILL BE REFUNDED.
Business Day: any day which is not a Saturday, Sunday or public holiday in the UK.
Change of Control: the direct or indirect acquisition of either the majority of the voting stock, or of all, or substantially all, of the assets, of a party by another entity in a single transaction or a series of transactions.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 12.5.
Customer Data: the data inputted by the Customer or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Documentation: the document made available to the Customer by the Supplier online via www.socialbro.com or such other web address notified by the Supplier to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of this agreement.
Initial Subscription Term: 12 months from the Effective Date.
Normal Business Hours: [8.00 am to 6.00 pm] local UK time, each Business Day.
Renewal Period: the period described in clause 13.1.
Services: the subscription services provided by the Supplier to the Customer under this agreement via www.socialbro.com or any other website notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
Software: the online software applications provided by the Supplier as part of the Services.
Subscription Fees: the subscription fees payable by the Customer to the Supplier as amended from time to time.
Subscription Term: has the meaning given in clause 13.1.
Virus: any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
and the Supplier reserves the right, without liability to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
The Customer shall:
in order to render the Services, including but not limited to Customer Data, security access information and configuration services;
The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that the Customer is notified of such an event and its expected duration.
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
This agreement does not confer any rights on any person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.