Platform Terms of Service
1. Userled Platform
1.1 Userled will make the platform modules checked in the Order Form (“Userled Platform”) available to Customer pursuant to this Agreement and grants to the Customer a limited, revocable, non-sublicensable, non-exclusive, non-transferable, royalty-free right during the Term to allow theCustomer’s authorized employees and contracts(“Users”) to access and use the Userled Platform, subject to any Usage Limitations set forth in the applicable Order Form. The Customer is responsiblefor all activities conducted under the Users logins onthe Userled Platform.
1.2 Userled will maintain a security programmaterially in accordance with industry standards designed to: (a) ensure the security of data uploaded to the Userled Platform by Customer and output produced for Customer via use of the Userled Platform by Customer (collectively, “CustomerData”); and (b) prevent unauthorised access toCustomer Data. Userled’s security safeguards include measures for preventing access, modification or disclosure of Customer Data byUserled personnel except: (i) to provide the Userled Platform and prevent or address problems; (ii) as required by applicable law; or (iii) as permitted herein or by Customer. Userled will not materially diminish the protections provided herein.
1.3 The rights granted herein are subject tothe following “Licence Restrictions”. Customer will not directly or indirectly: (a) reverse engineer, decompile (except to the extent that such actions cannot be restricted under applicable law), modify, create derivative works of or otherwise create orderive the Userled Platform’s source code; (b)breach the security of the Userled Platform or render it unusable for any user; (c) use the Userled Platform or Userled Confidential Information to develop a product or service that competes with Userled; (d)transfer, resell, license, or assign the UserledPlatform; or (e) use the Userled Platform in violation of applicable law, to infringe third party rights or outside the scope permitted hereunder. If Userled processes personal data on behalf of Customer when providing support, the data processing terms in the Data Processing Addendum that is available inUserled’s Trust Centre on the website; (f) create, publish, or disseminate content using the Userled Platform that violates the intellectual property rights, privacy rights, or other legal rights of any third party or that contravenes any applicable law, regulation, or professional standard.
1.4 Customer: (a) will comply with all applicable laws, regulations, and industry standards ,including ensuring that all content generated, uploaded, or distributed using the Userled Platform is lawful and does not infringe on any third-party rights;(b) will provide (in a diligent and timely manner) all cooperation, personnel and materials specified byUserled; (c) is responsible for all use of the UserledPlatform under its account; (d) will use reasonable endeavours to prevent unauthorised access to theUserled Platform and notify Userled promptly of any unauthorised access; (e) is solely responsible for obtaining and maintaining any equipment, software and ancillary services needed to use the UserledPlatform; and (f) will indemnify Userled for any claims, damages, or losses arising from Customer’s use of the Userled Platform in breach of this Agreement.
2. Updates and Support
2.1 Updates for the Userled Platform(“Updates”) may be provided from time to time byUserled when they are made generally available toall Userled customers.
3. Fees
3.1 Customer will pay Userled the fees set forth in the Order Form in accordance with the payment terms set forth therein. Except as otherwise specified, fees are: (a) payable in the currency set forth in the Order Form; and (b) non-cancellable, non-pro-ratable for partial months, and non-refundable, except as set forth herein.
3.2 Payment for Userled’s services specified are required according to the PaymentTerms from the date of Order Form signature.
3.3 Userled may, on 45 days notice toCustomer, vary the fees to take effect at the beginning of any renewal of the subscription term.
3.4 Userled may suspend access to theUserled Platform upon notice if Customer fails to pay any amounts hereunder 5 days or more after their due date. If Customer disputes an invoice received from Userled, Customer must notify Userled in writing within 15 days of receiving the relevant invoice.
3.5 All amounts payable hereunder are exclusive of any sales, use and other taxes or duties(“Taxes”). Customer will not withhold Taxes from amounts due to Userled unless required byapplicable law, in such circumstances the amountdue from Customer shall be increased to an amount which (after making such withholding) leaves anamount equal to the payment which would haveoriginally been due.
3.6 In the case that Customer is enrolled ina POC (Proof of Concept) or Pilot with Userled, at the conclusion of the Pilot or Proof of Concept (POC)program, the Customer will be automatically enrolled into a full annual contract unless the Customer provides written notice of their intention to opt-out at least two (2) weeks prior to the end of the Pilot term. Should the Customer fail to opt-out within this specified period, the annual contract will commence immediately following the Pilot term. The same terms and conditions will be applied for the annual contract.
4. Proprietary Rights and Confidentiality
4.1 As between the parties, Userled owns the Userled Platform, System Data, and Userled’sConfidential Information, and Customer ownsCustomer Data and Customer’s ConfidentialInformation. Customer grants to Userled, its affiliates and applicable contractors a worldwide, limited-term licence to host, copy, transmit and display CustomerData, as reasonably necessary for Userled to perform this Agreement. “System Data” means data relating to the use of the Userled Platform that is notCustomer Data, and statistical usage data derived from the operation of the Userled Platform, including data regarding web applications utilised in Userled Platform Terms & Conditionsuserled.io — Data Processing Agreement connection with the Userled Platform, configurations, log data, and the performance results for the UserledPlatform.
4.2 Customer may provide Userled with suggestions for new or enhanced features(“Feedback”). Userled has the full, unencumbered right, without any obligation to compensateCustomer, to exploit such Feedback.
4.3 The Userled Platform integrates with certain third party content and/or technology controlled by or licensed to the Customer. Userled does not endorse or approve any third party content or technology, and makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to such content and technology or its integration with the UserledPlatform.
4.4 Each party will use any information disclosed (whether before or after the Effective Date of this Agreement) directly or indirectly by the other that should reasonably be understood to be confidential (“Confidential Information”) solely in accordance with this Agreement and, except as permitted hereunder, not disclose the same to any third party without the other’s prior written consent, provided that information which: (a) is in the public domain through no fault of receiving party; (b) was properly known to receiving party, without restriction, prior to disclosing party’s disclosure; (c) was properly disclosed to receiving party, without restriction, by another person with authority to do so; or (d) is independently developed by receiving party with out use of or reference to disclosing party’s ConfidentialInformation is not Confidential Information.Furthermore, either party may disclose ConfidentialInformation: (a) to its personnel and representatives who need to know it and are legally bound to keep it confidential by obligations consistent with those herein; and (b) as required by law (in which case the receiving party will provide the disclosing party with prior written notification and the opportunity to contest disclosure, and use its reasonable endeavours to minimise disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that it may confidentially disclose them to actual or potential lenders, investors or acquirers and Userled may refer to Customer’s name and trademarks in its marketing materials and website.Each party agrees to exercise due care in protectingConfidential Information from unauthorised use and disclosure. In the event of a breach of this Section or the Licence Restrictions, the non-breaching party will, notwithstanding anything herein, be entitled to seek injunctive and other equitable relief in any jurisdiction. Each party will promptly notify the other in writing if it becomes aware of any violations of this Section.
5. Warranties and Disclaimers
5.1 Userled warrants that (a) the Userled Platform will materially conform with the technicals specifications provided by Userled to Customer; and (b) any support will be provided in a professional and workman like manner. For breach of the foregoing, Customer’s exclusive remedy is repair or replacement (determined by Userled). If Userled cannot do so, Customer shall be entitled to recover a pro-rata portion of the fees prepaid to Userled for theUserled Platform.
5.2 Customer warrants that it has all necessary rights, licences, and permissions for any materials or content it uploads to, generates with, or disseminates via the Userled Platform and that suchuse complies with all applicable laws, regulations, and third-party rights. Except as set forth herein, each party disclaims all warranties and conditions, express or implied.
5.3 Userled expressly disclaims responsibility for the legality, compliance, or appropriateness of any content, campaigns, or outputs generated by Customer or its Users through the use of the Userled Platform. Customer acknowledges that it is solely responsible for ensuring that such use complies with all applicablela ws and third-party rights.
6. Indemnification
6.1 Userled will defend Customer against any claim (“Claim”) brought against it by a third party alleging that use of the Userled Platform infringes its intellectual property rights and will, subject to Section7, indemnify Customer for damages finally awarded by a court of competent jurisdiction againstCustomer (or any Userled approved settlement) in connection with such Claim. If the use of the Userled Platform has become, or in Userled’s opinion is likely to become, subject to any infringement claim,Userled may: (a) procure the right for Customer to continue using the Userled Platform as set forth herein; (b) replace the Userled Platform to make it non-infringing (with comparable functionality); or (c)terminate this Agreement and provide a pro rata refund of prepaid fees. Userled will have no Liability with respect to any Claim to the extent caused by: (i)use of the Userled Platform other than as permitted here under; (ii) compliance with designs, guidelines or specifications provided by Customer; (iii)Customer’s use of any downloadable component of the Userled Platform other than the latest version made available; (iv) modification of the UserledPlatform by any party other than Userled withoutUserled’s written consent; (v) Customer Data orCustomer Confidential Information; or (vi) thec ombination, operation or use of the UserledPlatform with other applications, products or services, in each case provided such combination, operation or use causes the infringement(subclauses (i) through (vi), “Excluded Claims”). ThisSection represents Customer’s exclusive remedy for any claim related to infringement or misappropriation of intellectual property.
6.2 Customer will defend, indemnify, and hold Userled harmless against any Claim brought bya third party arising out of or relating to: (i)Customer’s breach of this Agreement; (ii) CustomerData or Customer Confidential Information; (iii)Customer’s misuse of the Userled Platform or its outputs; (iv) modification of the Userled Platform by Customer or its representatives without Userled’s prior written consent; or (v) the combination, operation, or use of the Userled Platform with other applications, products, or services, where such combination, operation, or use causes the Claim. Customer shall also indemnify Userled for any damages, costs, or liabilities arising from such Claims.
6.3 When a party (“Indemnifier”) is to indemnify the other (“Indemnified”) the: (a)Indemnified shall promptly notify Indemnifier of theClaim in writing; (b) Indemnifier shall be given exclusive authority to defend and settle such Claim(provided that it may not settle without Indemnified’s prior written consent, not to be unreasonably withheld, conditioned or delayed); and (c)Indemnified shall reasonably cooperate withIndemnifier in connection with such Claim.
7. Limitation of Liability
7.1 Nothing in this Agreement excludes orrestricts any liability arising under, out of or inconnection with this Agreement, whether or notforeseeable or in the contemplation of the parties atany time, in or under contract, tort (includingnegligence), indemnity, breach of statutory duty,misrepresentation, restitution or otherwise(“Liability”) for: (a) anything that cannot be excludedor restricted under applicable law; or (b) Customer’spayment obligations.7.2 Subject to clause 7.1, neither party hasany Liability for any: (a) indirect, special orconsequential loss; (b) loss of goodwill; (c) loss ofactual or anticipated profits (d) lost sales or business;(e) work stoppage; (f) computer failure ormalfunction; (g) damage to equipment; or (h) lostcontent or data.7.3 Subject to clause 7.1, the totalaggregate Liability of a party for all claims shall notexceed the amounts paid by Customer under theapplicable Order Form in the 12 months precedingthe incident or claim, less any amounts already paidor payable by that party to the other party (includingby way of damages, settlement or otherwise) inconnection with any previous incidents or claims.7.4 Subject to Clause 7.1, Userled will haveno Liability arising from or in connection with anycontent, campaigns, or outputs generated by theCustomer using the Userled Platform or any breachof applicable law by the Customer in its use of theUserled Platform.
8. Term and Termination
8.1 This Agreement begins on the EffectiveDate of the Order Form, continues for the initial subscription term and automatically renews for successive terms equal to the length of its initial subscription term, unless terminated in accordance with this Agreement.
8.2 Either party may terminate thisAgreement on written (including email) notice to the other party on at least 60 days’ notice, to take effect at the end of the initial subscription term or then-current renewal term (as applicable). Each party may further terminate this Agreement upon written notice to the other party if: (a) the other party commits any material breach of this Agreement and fails to remedy such breach within 30 days after written notice of such breach; or (b) subject to applicable law, upon the other party’s liquidation, commencement of dissolution proceedings or assignment of substantially all its assets for the benefit of creditors, or if the other party becomes the subject of insolvency or similar proceedings that are not dismissed within 60 days.
8.3 Upon termination of this Agreement, theCustomer will immediately uninstall applications providing access to the Userled Platform and all rights and obligations will immediately terminate except that accrued payment obligations and any terms that by their nature should survive such termination will survive, including the LicenceRestrictions and terms and conditions relating to proprietary rights and confidentiality, disclaimers, indemnification, limitations of liability, termination and the general provisions below.
9. General
9.1 Neither party shall have Liability to the extent caused by events beyond its reasonable control, including natural disaster, act of god, pandemic, cyber-attacks, failure of third party or customer software, hardware or network, or any change in law and other than set out herein has no obligation to take any action to prevent or mitigate such events.
9.2 Neither party may assign or transfer thisAgreement without the other’s prior written consent unless such assignment is to a successor to substantially all of its assets or business related tothis Agreement or an affiliate. No amendment to thisAgreement, nor waiver of any rights hereunder, is effective unless mutually agreed. Failure or delay by either party to enforce this Agreement will not be deemed a waiver of future enforcement. Nothing herein establishes any partnership, agency, employment or joint venture between the parties.Neither party has authority to bind the other, and nothing herein gives rise or is intended to give rise to any rights of any kind to any third parties (whether under the Contracts (Rights of Third Parties) Act1999 or otherwise). If a court of competent jurisdiction determines that any provision of thisAgreement is invalid or unenforceable, such provision will be enforced as nearly as possible in accordance with the intention of the parties, while the remainder of this Agreement remains in full force. “Including” means “including without limitation”. This Agreement comprises the entire agreement between the parties with respect to its subject matter, supersedes all other proposals, statements, materials and agreements (oral and written) and all statements, representations and warranties on which each party relies are incorporated into thisAgreement. Neither party has a remedy for any statement, representation (including misrepresentation) or warranty (whether negligent or innocent) of any person not expressly set out here in and each party waives all rights and remedies which, but for this clause, might otherwise be available to itin respect of any such statement, representation or warranty. No terms contained in any purchase order or other document issued by Customer form part of any contract between the parties.
9.3 This Agreement, together with any dispute arising out of or in connection with it or its subject matter, is governed by the laws of England. Each party irrevocably agrees that the courts ofLondon, England, have exclusive jurisdiction to settle any dispute under this Agreement.
9.4 Any notice hereunder will be given using the details in the latest effective Order Form and in writing by personal delivery, certified mail, return receipt requested or email provided no automated bounce back is received.
9.5 Userled provides the Userled Platform as a tool for Customer’s use and does not monitor, validate, or review the legality or appropriateness ofCustomer’s content or outputs. Customer