TEOOH Limited has developed a set of Software as a Service (SaaS) applications (“Platform”) for hosting virtual events (“Purpose”) and may offer certain consultancy services and make certain parts of the Platform available for the Purpose (“Service”).
This Platform and its associated Service are provided by TEOOH Limited, a company registered in England and Wales under number 11684661 and whose registered office is New Penderel House 4th Floor, 283-288 High Holborn, London, United Kingdom, WC1V 7HP (“Teooh”, “we”, “us”, or “our”).
2. ORDERING, CONFIGURATION AND ACCESS TO THE SERVICES
2.2 Before we provide access to the Platform, you agree to follow the on-boarding and registration process (On-Boarding) as instructed by our accounts team and which may be subject to a separate statement of work (and which shall be conditional for our granting access to the Platform, failing which we may terminate this Agreement without liability), which may include:
2.2.1 provision by you of appropriate technical, marketing, branding and user details, and
2.2.2 procuring such access, personnel, cooperation and information as are reasonably required by us to integrate and/or configure the Platform as necessary to supply you with the Services, and
2.2.3 payment of such consultancy and other fees and expenses (if any) as may be agreed between us to be due in advance, whether as part of the Order, separate statement of work or otherwise.
2.3 You may start using the Services as soon as we give you access to them. You can continue to use the Services as long as you Subscribe to the relevant Service or pay the applicable Event Fee. Time shall be material but not of the essence with respect to our supply of the Services.
2.5 To the extent that the Services include consultancy or development of bespoke products (which shall be identified as “Deliverables” in the Order) to help you integrate, and/or configure, customise and use thePlatform:
2.5.1 the scope of such Services, including the Services to be performed, any product or work intended to result from those Services and to be supplied to you, applicable fees, and timescales shall be set out in the applicable Order or otherwise agreed between us in writing;
2.5.2 you shall provide us with such access, materials, personnel, cooperation and information as are reasonably required by us to perform the Services;
2.5.3 we shall not be liable for any delay of default in performance arising from your failure to comply with clause 2.5.2 above and no such delay will relieve or suspend your obligation to pay us under this Agreement and we shall have the right to charge you for any and all costs and expenses incurred by us arising from any delay caused by you in accordance with the Tiers and Fees Page and/or the rates and charges set out in the Order or otherwise agreed between us in writing;
2.5.4 no change to the scope of the Services shall be effective unless signed in writing by you and us and in the absence of any such change we may (unless otherwise agreed) continue to perform (and you shall continue to pay for) such Services as if such change had not been requested;
2.5.5 we shall invoice you for such Services either in advance, or (at our option) once such Services or part thereof are completed, or otherwise as agreed in the Order and you shall pay our invoices in accordance with clause 4.5 below;
2.5.6 all such Services and Outputs arising therefrom, or parts thereof, shall be deemed accepted on the earlier of: (i) the date upon which they are completed in all material respects in accordance with the Order; (ii) the date upon which you tell us they are accepted; (iii) the date upon which you make use of them in software made available by you or on your behalf to any End User; or (iv) within 5 Business Days of our supplying them;
2.5.7 for the avoidance of doubt you shall not unreasonably withhold, condition, or delay acceptance of any such Services or Outputs.
3. FORMATION OF CONTRACT
3.1 All Orders are subject to:
3.1.1 you paying applicable fees (if any) in advance (where any such fees are payable in advance, including any On-Boarding fee set out in the Order) and our receiving that fee in cleared funds; and
3.1.2 acceptance by us by notifying you in writing that we have accepted your Order; whereupon a legally binding agreement will be formed between you and us.
4. PRICE AND PAYMENT
4.1 The Fees for the Services will be calculated in accordance with the Usage of the Services as set out in the Tiers and Fees page and the development and consultancy fees set out in the Order or otherwise agreed between the parties, if any.
4.2 In the event that the Fees are dependent upon your Usage, you may be required by us to revise your Order to include more Usage at any point dependent on your then-current Usage (where the calculation of such Usage shall be in accordance with our Tiers and Fees page, and may vary depending upon the nature of the Services you have requested), failing which you acknowledge that, at our option, we may: (i) charge additional Subscription fees in accordance with clause 4.4 and our Tiers and Fees page; or (ii) limit access by you or End Users to the Platform or Services, or the capacity or nature of the Platform or Services (including infrastructure on which such Platform or Services are hosted or to which you or your End Users have access) in accordance with the scope of your Order and our Tiers and Fees page (please note that such limitations may degrade, suspend or otherwise affect the performance of, or access to, the Platform or Services).
4.3 Any On-Boarding fees are payable in full on or before our acceptance of your Order. Fees for consultancy and/or development shall be payable in accordance with the payment schedule set out in the Order or otherwise agreed in writing between the parties. You will be charged your Subscription fee for the Services from the Commencement Date set out in the Order unless the Services have not been made available to you by that date wholly as a result of our breach of this Agreement in which case you may either: (i) agree to our proposal for a reasonable extension of the Commencement Date; or (ii) terminate this Agreement without further liability to us save for those sums validly invoiced up to the effective date of termination in respect of On-Boarding; and this shall be your exclusive remedy in respect of such delay. You acknowledge that, in accordance with the foregoing, you may be liable to pay the Subscription fee in respect of Services which are not available if such non-availability arises from your delay or default, including, without limitation, your failure to comply with the On-Boarding.
4.4 Payment of Subscriptions must be made in accordance with the Tiers and Fees page by such method as we shall require from time to time. Where your Subscription fee is agreed in the Order to be dependent upon a selected Tier or your Usage, it will be based on either your selected Tier or on your Usage (whichever is the higher).
4.5 All fees are payable either within thirty (30) days of the date of invoice or by calendar month (or other period agreed by us in the Order) in advance by credit or other payment card (in which case you authorise us to charge your card for the sums referred to in this clause, agree to keep your card details with us up to date, and agree that you shall be responsible for payment of any third party bank or other charges incurred in the course of payment), or such other payment mechanism as is agreed in your Order.
4.8 All overcharges or billing disputes must be reported within ninety (90) days of date of invoice. Failure to do so will mean you have accepted our invoice.
4.9 We may use various payment service providers from time to time to accept payments on your behalf and transfer payments to you or integrate payment service providers on your behalf. You agree that we may request, and require before supplying the Service, certain information from you or End Users in order to comply with our regulatory obligations or our obligations to those third parties and that we shall not be responsible for any delay or failure in performance arising from any delay or failure of you or End Users to supply such information. Depending upon the payment service provider we use, or with whom you request us to integrate the Services, you may be required to agree to additional terms, including, without limitation, the terms of service of such third party payment processor.
5.1 You warrant, represent and undertake you shall:
5.1.1 comply with all laws, regulations, regulatory policies, guidelines or industry codes (and shall be responsible for obtaining all licences, clearances and consents) which apply to your use of the Service, and acknowledge that we are merely a provider of access to the Platform and accept no responsibility for your use thereof or compliance with applicable law or regulation or to any End User (other than to the extent we are required by applicable statutory law);
5.1.2 shall ensure that End Users shall agree to our EULA, before the End User may access the Platform;
5.1.3 not use the Service for any unlawful purposes and/or introduce any offensive, defamatory, illegal, infringing and/or obscene material via the Service;
5.1.4 not use the Service for any purpose other than the Purpose;
5.1.5 not do, or omit to do, anything which disparages, defames or puts into disrepute us, our trade marks/trading names, goodwill and/or the Service; and
5.1.6 be and are fully entitled to enter into and grant all rights granted under this Agreement and that entering into this Agreement shall not in any way conflict with any of your existing obligations, either at the date hereof and/or throughout the Term.
5.2 Subject to clauses 5.3 to 5.7 below, we warrant that:
5.2.2 subject to completion of the On-Boarding the Services and the Platform will perform substantially in accordance with the Specification;
5.2.4 we have the authority and right to license all rights to and in the Service as set out in these Terms ofUse.
5.3 The warranties in Clause 5.2 above do not cover or apply to failures or shortcomings in the provision of the Services caused by, arising out of or due to:
5.3.1 your or any End User’s connection to the Internet;
5.3.2 patents of which we are not aware; or
5.4 Subject to Clause 5.3 above, if the Service does not meet the warranties in Clause 5.2, we will, at our sole option, either:
5.4.1 modify, improve or update the Services to make them conform; or
5.4.2 obtain such clearances, licences and consents at our cost as may be necessary to enable you to use the Services; or
5.4.3 return Subscriptions paid for such Services for the period that they failed to conform; and
5.4.4 this shall be your exclusive remedy for any breach of such warranties under this Agreement.
5.5 We shall have no liability under this Agreement for any breach of this Agreement, if any claim relates to:
5.5.1 a modification of the Services, or use of the Services in combination with any third party software or data, by you or your agents; or
5.5.2 your use (or use by your End Users) of the Services in a manner contrary to the instructions given to you by us or any claim relating to Client Content; or
5.5.3 your use (or use by your End Users) of the Services after notice of an alleged or actual infringement has been given to you by us or by any appropriate authority; or
5.5.4 where a claim for infringement arises directly in respect of a feature which was specified by you or on your behalf.
5.6 We will use reasonable endeavours to maintain the Services free of viruses but we do not warrant or represent that no viruses or other contaminating or destructive materials or elements will be transmitted to you or that your computer system will not be damaged or that defects will be corrected. Accordingly, we recommend that you have your own local anti-virus, anti-spam and anti-spyware programs, that they are of good quality and that they are kept up to date. You are therefore advised to implement and operate your own commercially reasonable and up-do-date virus prevention precautions and measures when accessing the Service. You agree to communicate the aforementioned recommendations to your End Users.
5.7 We do not warrant that the Services will be uninterrupted, error-free or entirely secure.
6. LIABILITY AND INSURANCE
6.1 This clause 6 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
6.1.1 any breach of the Agreement; and
6.3 Nothing in this Agreement excludes our liability:
6.3.1 for death or personal injury caused by our negligence; or
6.3.2 for fraud or fraudulent misrepresentation; or
6.3.3 any other liability which cannot be excluded by law.
6.4 We shall accept liability for reasonably foreseeable losses arising as a direct result of breach by us of our statutory duty. However we shall not be liable where the causes or potential causes of the loss:
6.4.1 arose from the use of the Services for purposes other than for the Purpose;
6.4.2 were reasonably foreseeable and preventable by you such as those arising from, but not limited to:
22.214.171.124 virus damage; or
126.96.36.199 user inflicted problems such as those caused by failure to read and/or follow user instructions provided in writing or orally by one of our technicians.
6.5 In claiming against us for any such losses you are expected to avoid losses occurring and take reasonable precautions to avoid loss (such as contacting us promptly upon becoming aware of an issue).
6.6 Our total aggregate liability arising under or in connection with this Agreement or otherwise (whether in contract, tort, including negligence or otherwise, or for breach of statutory duty), whether foreseeable or not will not exceed the higher of (i) £500 and (ii) a sum equal to 100% of the amount actually paid by you to us in connection with the provision of the Service to you in the 12 month period preceding the date upon which the claim arose.
6.7 We will not be liable under this Agreement for:
6.7.1 use not consistent with our applicable description of the Service in question; or
6.7.2 indirect, special or consequential losses or loss of profits, revenue, goodwill, reputation, wasted management time or anticipated savings.
6.8 In the event of any breach of the warranties we give in Clause 5.2 your exclusive remedy and our only obligation and liability to you shall be as set out in Clause 5.4.
6.9 If our performance of our obligations under this Agreement is prevented or delayed by any act or omission of you, your Affiliates, agents, subcontractors, consultants or employees, or End Users we shall not be liable for any costs, liabilities, charges or losses sustained or incurred by you or your Affiliates that arise directly or indirectly from such prevention or delay.
7. CONFIDENTIALITY AND AUDIT
7.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall be deemed not to include information that:
7.1.1 is or becomes publicly known other than through any act or omission of the receiving party; or
7.1.2 was in the other party’s lawful possession before the disclosure without obligation of confidentiality; or
7.1.3 is lawfully disclosed to the receiving party by a Third Party without restriction on disclosure; or
7.1.4 is independently developed by the receiving party without reference to the Confidential Informationand which independent development can be shown by written evidence; or
7.1.5 is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
7.2 Each party shall hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any Third Party, or use the other’s Confidential Information for any purpose other than for the purposes of the Agreement.
7.4 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any Third Party without the participation and/or knowledge of a party hereto.
7.5 Subject to your prior written permission (which shall not be unreasonably withheld), we may (a) issue press releases regarding your selecting us as a provider of the Service and, for this purpose, may include your logo and/or name in any such releases and/or on our website; (b) include details of your Service offering as a case study and/or client reference when marketing to other clients and prospects and for participating in trade industry events or awards.
7.6 We shall, during the Term and for three (3) years thereafter maintain records of all material information relating to this Agreement (“Records”). Notwithstanding the foregoing, where you specifically request that we request that we retain such Records beyond the aforementioned three year period (for example, to allow ongoing access for recordings of conferences, roundtables or other content) then we may do so subject to your paying the applicable Storage Fees.
7.7 Notwithstanding our obligations of confidence to you, we may, where required by law, permit competent regulatory authorities to audit or investigate the Records, and provide such other information and/or access as may be required by lawful order of such authority. You acknowledge and agree that we may be required by such authority to refrain from disclosing the occurrence or details of any such audit or investigation to you, We will notify you as soon as reasonably possible of any formal request by such an authority, if we are permitted to make such a disclosure to you under applicable law or regulation. You agree that we are authorised to provide all such records and information, upon advance notice to you if feasible and allowed by law, when formally required to do so by an authorised governmental agency.
8. DATA PROTECTION AND INFORMATION SECURITY
8.1 You and we shall comply with our respective obligations in respect of the processing of personal data, under applicable data protection law including GDPR.
8.2 We shall use all our reasonable commercial endeavours to safeguard data uploaded to our Platform from unauthorised or unlawful processing, or accidental loss, destruction or damage by complying with our own internal information security policies and with such of your security policies as are mutually agreed in writing.
8.3 Where we provide you with access to Enduser personal data, you shall not:
8.3.1 share such personal data with third parties; or
8.3.2 use such personal data for marketing purposes, unless you have obtained GDPR compliant consent for doing so from the Enduser to whom the personal data relates.
9. INTELLECTUAL PROPERTY RIGHTS
9.2 The Service is provided subject to the following:
9.2.1 you undertake you shall not (and shall not permit any End User or Third Party to) copy, adapt, reverse engineer, decompile, disassemble, modify, adapt or make error corrections to the Service in whole or in part, except to the extent permitted by law or with our prior written consent.
9.2.2 payment of the applicable On-Boarding, Subscription and other Fees.
11. TERM AND TERMINATION
11.1 The Agreement will come into effect on the date of the Order, subject to clause 3.1, and shall remain in effect for the initial term specified in the Order (or, for 12 months where no such period is specified in the Order) (“Initial Term”) and shall automatically renew for a period equal to the Initial Term upon the expiry of any Subscription Period (where each of the Initial Period and any such renewal period shall constitute a “Subscription Period”) at the fee then listed on the Tiers and Fees page at the Tier that is applicable at the time of renewal (or subject to such other fees as are agreed in the Order in respect of renewal periods) unless and until terminated in accordance with its terms.
11.2 Unless agreed otherwise in writing between you and us (for example where an alternative “Notice Period” is agreed in the Order), the Agreement may be terminated for convenience by either party giving notice:
11.2.1 in respect of any Single Event, at least one month prior to the date (or, if running over multiple days, the first day) of any Single Event; or
11.2.2 in respect of any Subscription Period, at least 90 days prior to the expiry of any Subscription Period, provided that such notice shall not expire earlier than the expiry of the then current SubscriptionPeriod
and, unless agreed otherwise in writing between the parties, any such termination shall not be effective in respect of any consultancy or development Services until such Services have been completed, accepted and all applicable Fees received by us.
11.3.1 immediately on giving notice in writing to you if you fail to pay any sum due under the Agreement (otherwise than as a consequence of any default on our part) and such sum remains unpaid for 14 days after written notice from us requiring such sum to be paid;
11.3.2 immediately on giving notice in writing to you if you are in material breach of any term of the Agreement (other than any failure by you to make any payment hereunder, in which event the provisions of Clause 11.3.1 shall apply) and, in the case of a breach capable of being remedied, shall have failed to have remedied, within 30 days of receiving notice requiring you to do so.
11.3.3 If you choose to cancel your Subscription pursuant to the terms of Clause 11.2 above you are not entitled to a refund in respect of the remainder of any period in respect of which your Subscription or other fee was paid in advance (if applicable). If we cancel without cause (which we may do on 90 days’ written notice), then we will refund to you (to the extent you have already paid it to us), on a pro-rata basis, the amount of unused Subscription remaining right before the cancellation.
11.3.4 Notwithstanding the above, we may suspend access to any part of the Platform and/or the Services immediately without notice if: (a) you are in breach of this Agreement; (b) your use of the Platform, Outputs or Services has or is likely to have an adverse impact on us, our clients, or any other third party. Suspension in accordance with the foregoing shall not relieve you of any of your liabilities or obligations under this Agreement.
11.4 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving written notice to the other if:
11.4.2 the other party suspends, or threatens to suspend, payment of its debts, is unable to pay its debts as they fall due, admits inability to pay its debts or (being a company) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being a natural person) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply; or
11.4.3 the other party commences negotiations with all, or any class of, its creditors with a view to rescheduling any of its debts, or makes a proposal for, or enters into any compromise or arrangement with, its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies, or the solvent reconstruction of that other party; or
11.4.4 any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 11.4.1 to 11.4.3 (inclusive).
11.5 Any termination of the Agreement howsoever occasioned shall not affect any accrued rights or liabilities of either party nor shall it affect the coming into force or the continuance in force of any provision hereof whichis expressly or by implication intended to come into or continue in force on or after such termination.
12.1 Provided we have complied with the provisions of clause 12.3 below, we shall not be in breach of the Agreement nor liable or responsible for any failure to perform, or delay in the performance of, any of our obligations under the Agreement that is caused by events outside our reasonable control (“Force MajeureEvent”).
12.2 Our performance under the Agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period.
12.3 We will use our reasonable commercial endeavours to mitigate the effect of any Force Majeure Event and to carry out our obligations under the Agreement in any way that is reasonably practicable despite the Force Majeure Event and to resume the performance of our obligations as soon as reasonably possible.
13.3 In addition, you acknowledge that from time to time during the Term we may apply upgrades to the Platform, and that such upgrades may, subject to Clause 13.4, result in changes to the appearance and/or functionality of the Platform.
13.4 No upgrade shall disable, delete or significantly impair the existing functionality of the Platform.
13.5 You shall not be subject to any additional charges arising out of the application of the upgrade, save where:
13.5.1 the upgrade introduces new functionality to the Platform;
13.5.2 you are given the opportunity whether or not to accept such new functionality and any additional changes associated with such functionality (after, if applicable, any free trial period); and
13.5.3 any decision by you not to pay the charges for the new functionality will not prejudice your access to and use of the rest of the Platform.
14.1 You may not assign or sub-contract the Agreement or any rights and obligations thereunder without our prior written consent. We may assign the Agreement to our Affiliates.
Except as set out in the Order:
14.2.1 Any notice under the Agreement must be in writing and must be delivered by hand or sent by recorded delivery to the address specified in the Order, or by email to the email address notified by a party for such purposes or to such other address as may have been notified by a party for suchpurposes.
14.2.2 A notice delivered by hand or by recorded delivery will be deemed to have been received when delivered (or if delivery is not in Business Hours, at 9am on the first Business Day following delivery). A notice sent by e-mail will be deemed to have been received when sent (or, if despatch is not in Business Hours, at 9am on the first Business Day following despatch), unless the sender receives a response to the effect that the e-mail has not been received or the recipient is not available.
14.3 No failure by either party to enforce any rights under the Agreement shall constitute a waiver of such right then or in the future. Any waiver must be in writing and signed by an authorised representative of the waiving party.
14.5 Other than our Affiliates, a person who is not a party to the Agreement has no right or benefit under or to enforce the Agreement whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
14.7 We are an independent contractor and neither we nor any of our personnel assigned to provide Services to you under this Agreement will be, or be deemed to be for any purpose, an employee or agent of yours.
14.8 We may use subcontractors to provide the Services provided that we remain solely responsible for the Services of such subcontractors. We shall provide you with details of our subcontractors and the Services supplied by them within a reasonable time of your written request.
15. GOVERNING LAW AND JURISDICTION
means, in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of this body corporate, and any subsidiary or subsidiary undertaking of any such holding company for the time being as defined in section 1159 of the Companies Act 2006;
means where servers, or the servers operated by a third party on our behalf, hosting the Service are found, after prompt investigation by us, to be operational and accessible to any End User (the Service shall be deemed available where we can demonstrate the server(s) hosting the Service is/are operational and accessible even though an End User cannot access them, whether as a result of a failure of the End User's or the third party's computer system or third party communications network or the unavailability of the world wide web or otherwise and “unavailable” shall be interpreted accordingly) or, in respect of hosting, such definition of available (or similar concept) as defined or determined under the applicable hosting provider's terms ofservice;
means any day (other than a Saturday or Sunday) on which banks are open for the conduct of normal banking business in the City of London;
means 9.00am to 5.30pm local UK time, on a Business Day;
means you, a subscriber to the Services, as defined in the Order;
means any materials uploaded to the Platform by, or on behalf of, the Client;
has the meaning given to it in the Order;
means any non-public information, know how, trade secrets or data in any form which is designated as being “proprietary”, “confidential” or “secret” or could reasonably be understood by a reasonable person to be confidential. The term “Confidential Information” shall also include any information not publicly available concerning the products, services (including the Services), finances or business of a party (and/or, if either party is bound to protect the confidentiality of any Third Party’s information, of a Third Party);
has the meaning ascribed to it in clause 2.5;
means the end user license agreement for the Platform as made available by TEEOH to the Client;
means the relevant fee(s) (plus applicable taxes) payable to us by you, a Client, to run a Single Event and/or to access one or more of the Services during the Term;
includes, as applicable, Event Fees, Subscription fees, together with On-Boarding fees, Storage Fees, consultancy and development fees (if any);
means the General Data Protection Regulation 2016/679;
the Service, excluding any Third Party Software;
means an offer to us to Subscribe to any one or more of the Services by submitting a request for Services and “Ordered” shall be construed accordingly;
means those outputs which are created and supplied or made available to the Client as part of the Services provided as part of and/or in connection with the Platform, including the Deliverables;
means TEOOH’s Software as a Service (SaaS) applications which enables the hosting of virtual events;
means our software, SDK and attendant APIs, and any other Tools which enable us to deliver Services;
has the meaning given to it in the introduction;
has the meaning given to it in clause 7.6;
means any one or more of the online services described in the Order and available through the Platform, including without limitation, the Tools, but excluding any improvements or additional functionality which we may develop from time to time, in respect of which we reserve the right to charge additional fees for access to that additional functionality;
means metadata and other data derived from use of the Service, but excluding personal data;
means the instructions for setting up the Services as set out in the Order or otherwise notified by us to you in writing;
means any one-off event organised by the Client on or through the Service;
means the functional and technical specification in respect of the Service from time to time available upon request;
means the relevant fee(s) (plus applicable taxes) payable to us by you, a Client, to purchase packs of data for storing videos and talks for future access or use via the Service or otherwise;
means to pay a Subscription and “Subscribed”, “Subscribing” and “Subscriber” shall be construed accordingly;
means the relevant fee(s) (plus applicable taxes) payable to us by you, a Client, to access one or more of the Services;
has the meaning ascribed to it in clause 11.1;
means the duration the Agreement is in force in accordance with its terms;
means any legal person other than you and us;
Third Party Software
means any software, material or applications provided as part of the Service, the intellectual property rights in which are owned by a party other than us;
means the scope of your desired Subscription as set out in further detail on our Tiers and Fees page, as amended from time to time;
Tiers and Fees Page
means those tools offered as part of the Platform comprising the Service;
has the meaning set out in the Tiers and Fees Page; and
means the Client.
3. Unless the context otherwise so requires:
(a) references to statutory provisions include those statutory provisions as amended or re-enacted; and
(b) references to any gender include all genders.
(c) Words in the singular include the plural and in the plural include the singular.
(d) The word, “including” shall be deemed to mean, “including, without limitation” and shall not limit thetypes or categories to the information or items following such types or categories.