These terms and conditions(“Terms”) together with the applicable licence order form(“License Order Form”) (collectively, the “Agreement”) are entered into by Social Honey Ltd.trading as Readersight (“we”, “us”, or “our”) and the entity (“Customer”) using the Readersight Data Platform (“Service”). By using the Service, you are agreeing to be bound by this agreement.
1. Services and Compensation
1.1 Readersight builds software that collects, manages and displays visitor data related to the web pages they visit. We use this software to provide different products to Customers e.g. analytics dashboard and user controls, collectively named the “Readersight Data Platform”. Customer access to the various products in the Service that are outlined in the License Order Form. Readersight hereby grants to Customer, for the Term, a nonexclusive, nonassignable, non-transferable right and license to use the Service on its various sites(“Sites”), as specified in the License Order Form.
1.2 In consideration for the licenses granted hereunder and during the Term of the Agreement, Customer agrees to pay to Licensor the Site Fee and API Fee recited in License Order Form.
1.3 Customer will generally be invoiced within 30 days of the end of each calendar month for the previous month’s usage of the Service unless otherwise set out in the License Order Form. Customer shall pay undisputed invoices with a 30 day period of receipt of invoices.
1.4 At the time of expiration or termination, Customer agrees to pay Readersight all outstanding Fees for the duration of the current Terms.
2. Term and Termination
2.1 The term of this agreement (the “Term”) shall be specified in the License Order Form.
2.2 Either party may terminate this Agreement on ten(10) days’ written notice to the other party in the event of a breach of any provision of this Agreement by the other party, provided that, during the ten(10) day period, the breaching party fails to cure such breach.
2.3 Customer shall have the right to terminate this Agreement at any time on 10 days’ written notice to us for any reason.
2.4 Upon the termination of this Agreement, all rights granted to Customer under this Agreement shall forthwith terminate and immediately revert to us and Customer shall discontinue all use of the Services.
3. Privacy, Processing and Control
3.3 Each party will act as independent Controllers of personal data as outlined in the GDPR (Regulation (EU) 2016/679 of the European Parliament).
3.4 Each party will determine their purpose and means of processing of personal data.
3.5 Each party will comply with their legal obligations as set out in the GDPR with regard to personal data.
3.6-i. Customer shall not use the Service to store personal data of website customers.
3.6-ii. Except as agreed by Readersight and consented by website customers. In this case, Readersight will act as a Processor of data received from the Customer. The Customer will act as the Controller of the website visitor’s personal data. The website visitor will be the Data Subject. For the removal of doubt, the terms Controller, Processor and Data Subject are as identified in the GDPR (Regulation (EU) 2016/679 of the European Parliament).
4.1 Each party shall defend, indemnify and hold harmless the other party and its respective agents, affiliates, parents, subsidiaries, directors, officers, employees, and contractors, against any and all third party claims resulting from the breach of such party’s duties, obligations and representations under the Agreement.
4.2 In connection with any such claim: (i) the indemnified party shall provide prompt written notice to the indemnifying party of any such claim (provided that the failure to provide such prompt notice shall not relieve the indemnifying party of its indemnification obligations in the Agreement, except to the extent it has been damaged thereby); (ii) the indemnifying party shall have sole control of the defence or settlement of the claim (provided that the indemnifying party may not enter into any settlement that may adversely affect the rights or obligations of the indemnified party without the indemnified party’s prior written consent); (iii) at the indemnifying party’s request and expense, the indemnified party cooperating in the investigation and defence of such claim; and (iv) the indemnified party shall have the right to participate in its defence with counsel of its own choosing at the indemnified party’s expense.
5. Limitation of Liability
5.1 Nothing in this Agreement shall limit a party’s liability for death or personal injury, fraud or fraudulent misrepresentation.
5.2 In no event shall either party, its respective agents, affiliates, parents, subsidiaries, directors, officers, employees, or contractors be liable with respect to the subject matter of this Agreement under any contract, negligence, tort, or other legal or equitable theory (i) for any amount in the aggregate in excess if the greater of £50,000 or the fees paid by Customer for Services during the 6-month period preceding the applicable claim; (ii) for loss of revenue; (iii) for loss of profits; (iv) for loss of contracts; (v) for loss of business or anticipated savings; (vi) for loss of data; (vii) for loss of goodwill or reputation; or (viii) for any indirect, incidental, punitive, or consequential damages of any kind whatsoever;
6.1 Neither party shall use, copy, adapt, alter, disclose or part with possession of any information or data of the other party which is disclosed or otherwise comes into its possession directly or indirectly as a result of or in connection with this Agreement and relates to the business of the other party (“Confidential Information”) except as strictly necessary to perform its obligations or exercise its rights under this Agreement save that this provision shall not apply to Confidential Information:
6.1.1 which the receiving party is able to prove:
6.1.2 was already in its possession at the date it was received or obtained in connection with this Agreement; or
6.1.3 that it has obtained from some other person who is not in breach of any confidentiality undertakings; or
6.1.4 has been independently developed by or for the receiving party; or
6.1.5 which comes into the public domain otherwise than through the default or negligence of the receiving party; or
6.1.6 which the receiving party is required to disclose pursuant to any applicable laws or the order of any competent court or other regulatory authority.
6.2 The provisions of this clause shall survive termination of this Agreement.
6.3 Customer shall take no steps in attempting to reverse engineer the software provided by the Service (the “Software”).
6.4 Customer recognizes that the Software is the Confidential Information of Readersight and the we own the Intellectual Property Rights subsisting in the Software.
7.1 Each Party represents and warrants that it has all requisite corporate power and authority to execute, deliver and perform its obligations pursuant to this Agreement.
7.2 Readersight license, and Customer accepts, that the Service is licensed on an “AS IS” basis. Except as set out in this Agreement each party excludes all conditions, terms, representations (other than fraudulent or negligent representations) and warranties relating to the subject matter hereof, whether imposed by statute or by operation of law or otherwise, that are not expressly stated herein, including without limitation, the implied warranties of satisfactory quality and fitness for a particular purpose.
8. Jurisdiction and Disputes
8.1 This Agreement shall be governed by the laws of the Republic of Ireland and each of the parties hereby submits to the exclusive jurisdiction of the courts of the Republic of Ireland.
9.1 Any notice required to be given pursuant to this Agreement shall be in writing and mailed by certified or registered mail, return receipt requested, or delivered by a national overnight express service.
9.2 Either party may change the address to which notice or payment is to be sent by written notice to the other party pursuant to the provisions of this paragraph.
10. Third Parties
10.1 A person who is not a party of this Agreement hold no rights to enforce the terms of this Agreement.
11. Force Majeure
11.1 Any delay in the performance of any duties or obligations of either party will not be considered a breach of this Agreement if such delay is caused by a labor dispute, fire, earthquake, flood, telecommunications blackouts or failures, acts of terrorism, civil disorder or any other event beyond the control of such party. The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible. Without limiting the foregoing, Customer acknowledges that the Service may be unavailable from time to time for maintenance and such unavailability will not be considered a breach of this Agreement, provided that we will use reasonable efforts to provide written notice (including by email) prior to any scheduled service disruption.
12.1 No waiver by either party of any default shall be deemed as a waiver of any prior or subsequent default of the same or other provisions of this Agreement.
13.1 If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.
14.1 This Agreement constitutes the entire understanding between Readersight and Customer, and revokes and supersedes all prior agreements between the parties and is intended as a final expression of their Agreement. This Agreement may only be amended by a written document that has been signed by both parties.
Update Date: 21st May 2018