1. Introduction
1.1 ******We, Workbounce Ltd, are a company incorporated under the laws of England and Wales with company number 12841553 and whose registered office is 71-75 Shelton Street, Covent Garden, London, England, WC2H 9JQ (referring to ourselves as “Workbounce”, “we”, “us” and “our” in these terms and conditions).
1.2 We offer an online platform that facilitates the hosting, discovery, synthesis and subsequent analysis of company information, content and knowledge (the “Platform”). This is accessed through our web application, API and integrations (including our syncing of associated content) (the “System”), which, alongside technical and consultative support (“Professional Services”), forms the Workbounce service (the “Service”). The Service’s use and transfer of information received from Google APIs to any other app will adhere to Google API Services User Data Policy, including the Limited Use requirements.
1.3 The Order Form, these Terms, our Data Processing Agreement (https://workbounce.com/dpa) (”DPA”) and our Privacy and Cookies Policy (https://workbounce.com/privacy) (collectively the “Agreement”) apply to you and your Authorised Users’ access to and use of our Platform and enjoyment of the Service. Where there is any inconsistency between the provisions of these Terms or the Order Form, then the terms of the Order Form shall prevail.
1.4 We may up-date these Terms from time to time for legal or regulatory reasons or to allow the proper operation of the Service. Any changes will be notified to you via the email address provided by you when you sign-up to the Platform or via a suitable announcement on our Platform. The changes will apply to the use of the Service after we have given notice and you have the ability to terminate this Agreement in accordance with its terms if you disagree with any change to it.
2. Definitions and Interpretation:
2.1 Definitions: Any capitalised terms used in these Terms shall have the meaning set out in the Order Form unless otherwise defined in these Terms. In these Terms the following definitions and rules of interpretation shall apply:
(a) “Authorised User” means any person to whom you give access to the Platform to utilise the Service;
(b) “Intellectual Property” or “IP” means patent rights (whether in inventions or processes), design rights, copyright, trade mark rights (including the right to use domain names and social media handles and any goodwill and reputation in any mark), rights in confidential information (including know-how and trade secrets), and any and all other intellectual property rights and sui generis rights (whether now subsisting or in the future created) both in the United Kingdom and all other countries of the world for the full period for which those rights subsist (including any and all extensions and renewals and all vested, future and contingent rights and rights under licences) and all applications for the foregoing;
(c) “Workbounce Terms of Use” means Workbounce’s Platform Terms and Conditions that apply to the use of the Platform by Authorised Users and as made available on the Platform from time to time.
2.2: Interpretation: Words denoting the singular include the plural and vice versa and words of any one gender include reference to both genders. References to a ”person” include natural persons, corporations, companies, firms, associations and organisations. References to “including” and “include” shall be construed as illustrative and deemed to mean respectively “including without limitation” and “include without limitation”. References in this Agreement to any statute, statutory provision or regulation includes a reference to:- (a) that statute, statutory provision or regulations as from time to time amended, extended, re-enacted or consolidated whether before or after the date of this Agreement; and (b) all statutory instruments or orders made pursuant to it.
3. Grant of Access and Licence
3.1 You and your Authorised Users are hereby granted a non-exclusive and non-transferable right to access and use the Platform to receive the Service to the extent the Service has been selected and, where applicable, paid for pursuant to the Order Form.
3.2 Unless otherwise stated in an Order Form, the right of access and licence granted to you and your Authorised Users to access and use the Platform and benefit from the Service will start on the Effective Date (as defined in the Order Form) and continue until the end of the Trial Period (if cancelled in accordance with Clause 3.3) or the Contract End Date as set out in the Order Form or as otherwise terminated in accordance with Clause 8 below.
3.3 Your right of access and use of the Platform to receive the Service may begin with a Trial Period, as set out in the Order Form. If you are eligible for a Trial Period, you will receive access to the Platform for the duration of the Trial Period. At the end of the Trial Period, you will be automatically charged the Subscription Fee (as defined in Clause 6.1) and any other charges set out in the applicable Order Form for the Initial Term. To avoid any charges, you must cancel before the end of the Trial Period by notifying us in writing within the time period set out in the Order Form (“Trial Period Cancellation Notice”). Cancellation of the Trial Period will only take effect at the end of the Trial Period duration set out in the Order Form.
3.4 Platform Set Up: Following the Effective Date, you shall be provided with login details to the Platform for yourself and your Authorised Users. ****You can use these details to access the Platform. ****You will need to provide the details of any Authorised Users, including ****their first and last name and contact email so that they can be given access to the Platform. ****
3.5 In relation to our Platform you shall not and shall procure that your Authorised Users shall not:
(a) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available in any way to any part of the Platform or its content;
(b) deploy within our Platform any spider, robot, web crawler or other automated query program;
(c) re-use and/or aggregate any content or material available via the Platform, in the provision of a commercial service;
(d) introduce data that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
(e) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form the Platform, except as may be allowed by any applicable law;
(f) attempt to obtain, or assist others in obtaining, access to or taking content from our Platform, other than as provided under this Clause 3.
(g) Where you enter into the Order Form:**
(i) each Authorised User must complete our registration procedure, including agreeing to the Workbounce Terms of Use and Privacy and Cookies Policy (https://workbounce.com/privacy);
(ii) you shall keep passwords issued to you secure;
(iii) if you discover that our Platform is being accessed and used by third parties who are not Authorised Users or have not entered into an agreement with us permitting them to use the Service you agree to inform us immediately; and
(iv) we may audit the use of the Service regarding the name and password for each Authorised User. Such audit may be conducted no more than once per month, at our expense, and shall be exercised on five business days’ prior notice, in a manner so as to not substantially interfere with normal conduct of your business. If such audit reveals that passwords have been provided to individuals who are not Authorised Users, and without prejudice to our other rights, you shall promptly disable such passwords and shall not issue any new passwords to such individuals.