These terms of service (“Terms”) are a legal agreement (“Agreement”) between you or the entity you represent (collectively: “Customer,” “You” or “Your”) and UHURA SOLUTIONS LIMITED, Company Number: 11411236, which has its registered office at Devonshire House, 60 Goswell Rd, London EC1M 7AD, United Kingdom (“Uhura”, “we” or “us”).
These Terms forth the legally binding terms and conditions for your use of the website at uhurasolutions.com, and all subdomains (collectively, the “Website”), and services available through the Website (together with the Website, the “Service”).
By clicking on the “I accept” (or similar button or checkbox), completing the registration process, and/or using the Website or Service in any manner, including but not limited to visiting or browsing the Website, you represent that (1) you have read, understand, acknowledge, and agree to be bound by these Terms, (2) you are of legal age to form a binding contract with the Uhura, and (3) you have the authority to enter into these Terms personally or on behalf of the company or other legal entity you represent.
These Terms are effective as of the date you first click “I agree” (or similar button or checkbox) or use or access a service, whichever is earlier (the “Effective Date”). These Terms do not have to be signed in order to be binding. You indicate your assent to these Terms by clicking “I agree” (or similar button or checkbox) at the time you register or use or access a service.
These Terms apply to all users of the Website or Service, including users who are also contributors of content, information, and other materials or services on the Website.
1. Description of Service
Uhura provides an array of services for your personal and business use or for internal business purpose in the organisation that you represent, including but not limited to the capability to access our proprietary contract intelligence software applications. Some portions of the Service will be free of charge, others may request a paid subscription or have other requirements. The requirements or fees for any portion of the Service will be clearly explained and separately agreed. A subscription may be procured through the Service interface, or in some cases, via an order form (“Order”). Subject to Uhura’s receipt of the applicable fees, Uhura will use commercially reasonable efforts to make the Service available, in compliance with the terms of these Terms and an applicable Order.
We may offer certain Services to you at no charge, including Free Access, Trial Use, and Beta Versions as defined below (collectively, “No-Charge Services”):
a. Free Access. If You are accessing or making use of the Service on a no-fee basis (“Free Access”), You may use the Services during the Free Access provided such use does not to exceed the Service levels specified on the Website with respect to the Free Access. You acknowledge and agree that the Free Access is provided on an “as-is” basis, and the Free Access is provided without any indemnification, support, or warranties or representation of any kind. Additionally, You acknowledge and agree that Uhura may terminate the Free Access at any time and for any reason or modify the applicable terms by publishing a notice on the Website.
b. Trials. If You are accessing or making use of the Service on a trial basis or on an evaluation basis as identified in the corresponding Order (“Trial”), You may use the Services during the Trial provided such use does not to exceed the Service levels set forth in the corresponding Order. Further, Trial may be subject to certain additional restrictions, limitations, and differing terms all as specified in the corresponding Order.
c. Beta Service. We may offer certain Services as closed or open beta services (“Beta Service”) for the purpose of testing and evaluation. You agree that we have the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. We will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. You will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to you.
2. Acceptance of Terms
The Service is offered subject to acceptance without modification of the Terms of Service and all other operating rules, policies and procedures that may be published from time to time on the Website by Uhura or any other person instructed by Uhura.
If you do not agree to be bound by these Terms, you may not access or use the Website or the Service. If, after your electronic acceptance of these Terms, it is discovered that you do not have the legal authority to bind such entity, you will be personally responsible for the obligations contained in these Terms, including, but not limited to, the payment obligations. Uhura shall not be liable for any loss or damage resulting from Uhura’s reliance on any instruction, notice, document, or communication reasonably believed by Uhura to be genuine and originating from an authorised representative of a legal entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document, or communication, Uhura reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by these Terms for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Service, whether or not authorised by you.
3. Modification
Uhura may, in its sole and absolute discretion, change or modify these Terms, and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting on the Website. Your use of the Website or the Service after such changes or modifications have been made shall constitute your acceptance of these Terms as last revised. If you do not agree to be bound by these Terms as last revised, do not use (or continue to use) the Website or the Service. In addition, Uhura may occasionally notify you of changes or modifications to these Terms by email. It is therefore very important that you keep your Account information current. Uhura assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address.
4. Your Account and Registration
In registering for the Service, you agree to provide true, accurate, current and complete information about yourself as prompted by our registration form or Uhura representative (the “Registration Data”) and to maintain and promptly update the Registration Data to keep it true, accurate, current and complete.
If you provide any Registration Data that is untrue, inaccurate, not complete or incomplete, or Uhura has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Uhura has the right to suspend or terminate your Account and to refuse any and all current or future use of the Service (or any portion thereof) by You. You are responsible for all activities that occur under your Account and your Password. You agree to notify Uhura immediately of any unauthorised use of your Account or Password or any other breach of security and to exit from your Account at the end of each session. You agree that you are responsible for any losses arising out of the unauthorised use of your Account.
5. Privacy
We collect and use certain data and information about you in accordance with our Privacy Policy, which you acknowledge.
6. User Content and Feedback
We allow you to upload information, text, documents, files, and other materials (collectively, “User Content”), while using the Service. User Content submitted or otherwise made available to the Service is subject to the following terms:
a. User Content. You maintain ownership of the User Content that You submit to the Service. Uhura maintains a limited, non-exclusive and non-transferrable (except in connection with the sale or transfer of its business) license to access, use, copy, process, host, and display User Content for the following limited purposes: (i) to maintain, provide and improve the Service; (ii) to prevent or address technical or security issues and resolve support requests; (iii) to investigate when we have a good faith belief, or have received a complaint alleging, that such User Content is in violation of these Terms; (iv) to comply with a valid legal subpoena, request, or other lawful process; or as expressly permitted in writing by you.
b. Feedback. The Service and Website may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to Uhura and share such Feedback with other users, or the public. By submitting Feedback through the Service or Website, you grant Uhura a license to access, use, copy, process, host, and display that Feedback for any purpose (including in testimonials or other Uhura marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.
c. User Content and Feedback Representations. You acknowledge and agree that you have all required rights to submit User Content and Feedback without violation of any third-party rights. You understand that Uhura does not control, and is not responsible for, User Content or Feedback, and that by using the Service and/or Websites, you may be exposed to User Content or Feedback from other users that is offensive, indecent, inaccurate, misleading, or otherwise objectionable. Please also note that User Content and Feedback may contain typographical errors, other inadvertent errors, or inaccuracies. You agree that you will indemnify, defend, and hold harmless Uhura for all claims resulting from User Content or Feedback you submit through the Service and/or Websites. We reserve the right, at our own expense, to assume the exclusive defence and control of such disputes, and in any event, you will cooperate with us in asserting any available defines.
7. Electronic Communications
When you visit the Website or send emails to us, you are communicating with us electronically. By doing this, you consent to receive communications from us electronically. We will communicate with you via email or by posting notices on the Website. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
8. License and Use of Service
Subject to your compliance with these Terms, Uhura grants you a limited, non-exclusive, non-sublicensable, non-transferable, and revocable license to access and use the Service and Website only for your own internal use, and only in a manner that complies with all legal requirements that apply to you or your use of the Service and Website, including the Uhura Privacy Policy and these Terms. Uhura may revoke this license at any time, in its sole discretion.
Notwithstanding any other provision of these Terms or the Privacy Policy, Uhura reserves the right, but has no obligation, to disclose any information that you submit or that Uhura discovers in performing the Service, if in its sole opinion, Uhura suspects or has reason to suspect, that You are involved in any way in activities that violate any local, state, national or international law or regulation. Information may be disclosed to authorities that Uhura, in its sole discretion, deems appropriate to handle such disclosure. Appropriate authorities may include, without limitation, law enforcement agencies, child protection agencies or court officials. You hereby acknowledge and agree that Uhura is permitted to make such disclosure.
Except as otherwise expressly permitted in these Terms, you will not: (a) reproduce, modify, adapt or create derivative works of the Service; (b) rent, lease, distribute, sell, sublicense, transfer or provide access to the Service to a third party; (c) use the Service for the benefit of any third party; (d) incorporate any Service into a product or service you provide to a third party; (e) interfere with or otherwise circumvent mechanisms in the Service intended to limit your use; (f) reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any Service, except to the extent expressly permitted by applicable law (and then only upon advance notice to us); (g) remove or obscure any proprietary or other notices contained in any Service; (h) use the Service for competitive analysis or to build competitive products; (i) publicly disseminate information regarding the performance of the Service; or (j) encourage or assist any third party to do any of the foregoing.
9. Ownership
As between the parties and subject to the grants under these Terms, Uhura owns all rights, title and interest in and to the Service and any and all patents, copyrights, moral rights, trademarks, trade secrets and any other form of intellectual property rights recognised in any jurisdiction, including applications and registrations for any of the foregoing (collectively, “Intellectual Property Rights”) embodied therein. You only have the assigned right to use the Service in accordance with these Terms.
10. Payment Procedures and Late Payments
a. Fees. In consideration of the use of the Services, You shall pay the applicable fees pursuant to the fee and usage schedule provided to You and make such payments in accordance with the instructions by Uhura.
b. Fee Variation. Uhura may increase the applicable fees and otherwise change its fee structure at any time and from time to time by posting such revised fees on the Website. You are advised to check the Website regularly for such changes. Uhura may also give email notice of such changes to the email address provided by You during registration, as may be updated by You, but solely on Uhura`s discretion.
c. Failure of Payment. In addition to other remedies available to Uhura, any payment not received by Uhura when due will accrue interest at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by applicable law, whichever is lower. In addition, failure of You to pay fees or other amounts due under these Terms fully after the applicable due date shall be deemed a material breach of these Terms, justifying immediate de-functioning, suspension and/or termination of Your use of the Service, at Uhura`s sole discretion. Any such suspension shall not relieve You of Your obligation to pay any amounts due, increased for late fees as provided for herein. You shall indemnify Uhura for all collection expenses incurred by Uhura, including, without limitation, agency fees, attorneys’ fees, and any and all costs.
d. Taxes. You will pay, and indemnify and hold Uhura harmless from, any sales, use, excise, value added or similar taxes and all government permit or fees, and any costs associated with the collection or withholding thereof, including penalties and interest.
11. Confidentiality
a. Definition. As used herein, “Confidential Information” means all confidential information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”), whether orally or written, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. For purposes of these Terms, Your Confidential Information shall include User Content; Uhura’s Confidential Information shall include the Service, Documentation, and the contents of any Pricing Agreement, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes.
b. Exclusions. However, Confidential Information (other than User Content) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party as evidenced by the records of the Receiving Party.
c. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall protect the Disclosing Party’s Confidential Information by using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care), and shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these Terms and who are bound by confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
d. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law, or an act of judicial or governmental agency, to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted and to extent reasonably possible) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
e. No License. Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby by either Party.
12. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING OUR EXPRESS OBLIGATIONS IN THESE TERMS, WE DO NOT WARRANT THAT YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT WE WILL REVIEW YOUR DATA FOR ACCURACY OR THAT WE WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. YOU UNDERSTAND THAT USE OF THE SERVICE NECESSARILY INVOLVES TRANSMISSION OF YOUR DATA OVER NETWORKS THAT WE DO NOT OWN, OPERATE OR CONTROL, AND WE ARE NOT RESPONSIBLE FOR ANY OF YOUR DATA LOST, ALTERED, INTERCEPTED OR STORED ACROSS SUCH NETWORKS. WE CANNOT GUARANTEE THAT OUR SECURITY PROCEDURES WILL BE ERROR-FREE, THAT TRANSMISSIONS OF YOUR DATA WILL ALWAYS BE SECURE OR THAT UNAUTHORIZED THIRD PARTIES WILL NEVER BE ABLE TO DEFEAT OUR SECURITY MEASURES OR THOSE OF OUR THIRD PARTY SERVICE PROVIDERS. WE WILL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE OUR REASONABLE CONTROL.
13. Indemnification
You agree to indemnify and hold harmless Uhura, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney’s fees and costs) arising out of or relating to any claims that you have used the Services in violation of any third party’s rights, or any law, or in violation of any provision of these Terms, or any other claim related to your use of the Services.
14. Limitation of Liability
YOU AGREE THAT UHURA SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF UHURA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL UHURA’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE AMOUNT OF FEES PAID OR PAYABLE BY YOU UNDER THE APPLICABLE ORDER DURING THE TWELVE (12) MONTH PERIOD PRECEEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THESE TERMS, OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN RESPECT OF NO-CHARGE SERVICES WILL BE LIMITED TO £100 (ONE HUNDRED GBP).
You understand that information presented on or through the Service and Websites is made available solely for informational purposes. Such information does not, and is not intended to, constitute legal advice, or any other specialist advice, including, but not limited to financial, tax, labour, service, or any other professional advice. We do not assume any liability to any person for the accuracy of information and interpretations reported in this information. You should seek professional or specialist advice before doing anything on the basis of the content service provides. Any reliance that you place on such information is strictly at your own risk.
15. Term and Termination
a. Term. A No-Charge Service subscription continues until terminated, while a paid subscription has a term that may expire or be terminated. The Contract remains effective until all subscriptions ordered under the Contract have expired or been terminated or the Contract itself terminates. Termination of the Contract will terminate all subscriptions and all Orders.
b. Auto-Renewal. Unless an Order says something different, (a) all subscriptions automatically renew (without the need to go through the Services-interface “check-out” or execute a renewal Order) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.
c. Termination With Cause. Either party may terminate these Terms (including all related Orders) if the other party (a) fails to cure any material breach of these Terms within thirty (30) days after notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition or comparable proceeding, or if any such proceeding is instituted against that party (and not dismissed within sixty (60) days thereafter).
d. Termination for Convenience. You may choose to stop using the Service and terminate these Terms (including all Orders) at any time for any reason upon written notice to us. Upon any such termination (a) you will not be entitled to a refund of any pre-paid fees and (b) if you have not already paid all applicable fees for the then-current subscription term or related services period (as applicable), any such fees that are outstanding will become immediately due and payable.
e. Effects of Termination. Upon any expiration or termination of these Terms, you must cease to use any and all Services and delete (or at our request, return) all Confidential Information or other materials of ours in your possession, including on any third-party systems operated on your behalf. You will certify such deletion upon our request. You will not have access to Your Data (and we may delete all of Your Data unless legally prohibited) after expiration or termination of these Terms (or its applicable Subscription Term), so you should make sure to export Your Data using the functionality of the Services during the applicable subscription term. If you terminate these Terms in accordance with Section 17c (Termination for Cause), we will refund you any prepaid fees covering the remainder of the then-current subscription term after the effective date of termination. If we terminate these Terms in accordance with Section 17d (Termination for Convenience), you will pay any unpaid fees covering the remainder of the then-current subscription term after the effective date of termination. In no event will termination relieve you of your obligation to pay any fees payable to us for the period prior to the effective date of termination. Except where an exclusive remedy may be specified in these Terms, the exercise by either party of any remedy, including termination, will be without prejudice to any other remedies it may have under these Terms, by law or otherwise.
f. Survival. The following sections will survive any termination or expiration of these Terms: 8, 9, 11, 12, 15-24.
16. Force Majeure
Uhura shall not be responsible or liable for any failure or delay in the performance of their obligations under these Terms arising out of, or caused, directly or indirectly, by circumstances beyond its reasonable control, including without limitation, acts of God, earthquakes, fires, floods, or other natural disasters, wars, civil or military disturbances, terrorism, sabotage, epidemics, pandemics, riots, interruptions, breakdowns, interruptions or malfunction of utilities necessary for performance, computer facilities, communications service, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, mechanical failure, computer virus, accidents, lockouts, labour disputes or other industrial disturbances, acts of civil or military authority or governmental actions, inability to obtain labour, material, equipment or transportation, other industrial disturbances, or any other event similar to those enumerated above (each a “Force Majeure”).
Upon the occurrence of a Force Majeure Event, Uhura will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.
17. Notices
We may deliver notice to you by email, posting a notice on the Service and Websites or any other method we choose, and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address (1) Uhura Solutions Limited, Devonshire House, 60 Goswell Rd, London EC1M 7AD, United Kingdom; or (2) info@uhurasolutions.com.
18. Governing Law
These Terms and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
19. Acknowledgment on Use of Information
You acknowledge that Uhura may use Your company name and reproduce Your corporate logo, if any, and describe transaction details (including, without limitation, number of users, application name and business use case and the business overview) in its internal presentation, external presentations, website, internal and external case study success stories and press communications and other marketing, communications, and promotional materials (including materials that are shared with other prospective You and media outlets). This clause will serve as Your agreement that notwithstanding any provision to the contrary in any agreement with Uhura and/or its affiliates.
20. Entire Agreement
These Terms constitute the entire agreement and understanding between You and Uhura and shall supersede and extinguish all previous agreements, promises, assurances, warranties, representations, and understandings between the parties, whether written or oral, relating to its subject matter.
21. Severability
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
22. No waiver
If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.
23. Assignment
You may not assign or transfer these Terms without our prior written consent. As an exception to the foregoing, you may assign these Terms in their entirety (including all Orders) to your successor resulting from a merger, acquisition, or sale of all or substantially all of your assets or voting securities, provided that you provide us with prompt written notice of the assignment and the assignee agrees in writing to assume all of your obligations under these Terms. Any attempt by you to transfer or assign these Terms except as expressly authorised above will be null and void. We may assign our rights and obligations under these Terms (in whole or in part) without your consent. We may also permit our Affiliates, agents and contractors to exercise our rights or perform our obligations under these Terms, in which case we will remain responsible for their compliance with these Terms. Subject to the foregoing, these Terms will inure to the parties’ permitted successors and assigns.
24. Miscellaneous
The section titles in these Terms are for convenience only and have no legal or contractual effect.
Last update: 8. June 2020
