Overview
If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions as its authorized representative, in which case the terms “you” or “your” will refer to such entity and its affiliates as well as you. If the legal entity that you represent does not agree with these terms and conditions, you must not accept this Agreement, register, and use or access the Services as an authorized representative.
These terms and conditions are presented by CONVEY Databank Ltd, and are intended
to inform you of the general rules that apply when using CONVEY.
Your use of CONVEY (also referred to herein as the “service”), is
subject to these terms of service. In
order to use the service, you must agree to be bound by these terms of service
(also referred to herein as the “agreement”). If you do not agree to all terms
of this agreement, you may not use the service.
The CONVEY privacy Policy is incorporated herein by
reference. This Agreement governs your use of the CONVEY platform however
accessed, including via an Internet browser, smartphone, tablet, or other
internet connected device.
Additional Terms
Additional services that you agree to receive directly from
or through CONVEY may have specific additional terms that apply (the
“Additional Terms”), and those Additional Terms become part of this Agreement.
Term and Termination
This Agreement will remain in effect for as long as you have
an active account.
CONVEY may suspend your access to the Service and terminate
this Agreement and your use of the Service at any time in the event you materially
breach this Agreement and you do not cure such breach within 30 days of CONVEY
providing you with written notice of such breach (including notice by email). ,
Modification of Service or this Agreement
The Service may be made available in free or paid versions. CONVEY
reserves the right, in its sole discretion, to modify, add, or remove portions
and/or functionality of the Service on a temporary or permanent basis, without
liability to you or any third party.
CONVEY may modify or update this Agreement at any time. In
the event CONVEY determines it is necessary to make a material modification to
this Agreement, you will be notified of such change.
If you are dissatisfied with the terms of this Agreement or
any modifications to this Agreement or the Service, you agree that your sole
and exclusive remedy is to close your account.
Usage Rights; Restrictions;
You shall not, and shall not agree to, and shall not authorize, encourage or permit any third party to conduct any of the following violations:
1) use the Service to upload, transmit or otherwise distribute any content that is unlawful, untruthful, defamatory, harassing, fraudulent, obscene, threatening, abusive, hateful, contains viruses, deemed competitive, or is otherwise objectionable as reasonably determined by CONVEY;
2) use the Service for any fraudulent or inappropriate purpose, or in a manner for which it is not intended to be used (as determined by CONVEY in its sole discretion);
3) Use the service to create records that are nonfactual;
4) Access another account holders personal CONVEY account to view records created about that account holder;
5) Print records, or keep a copy of records created by another user;
6) attempt to decipher, decompile, delete, alter or reverse engineer any of the Software;
7) use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service other than copying or exporting of the Data as contemplated in the documentation; or
8) rent, lease, distribute, or resell the Software, or access or use the Software or Services for developing a competitive solution (or contract with a third party to do so), or remove or alter any of the logos, trademark, patent or copyright notices, confidentiality or proprietary legends or other notices or markings that are on or in the Software or displayed in connection with the Service;
In the event that any of the above restrictions are breached CONVEY will pursue legal channels to recover damages at a rate of £5000 per violation, with all court costs, legal costs and recovery costs being paid by the account holder committing the violation. In the event that the account holder is acting on behalf of another, CONVEY maintains the right to hold that other party equally responsible.
Service
CONVEY shall maintain commercially reasonable
administrative, physical, and technical safeguards for protection of the
Service, and the security of your Data. CONVEY shall not (a) disclose your data
except where necessary for the provision of the main functions for which
account holders login or in the event that a related service is considered
suitable, is compelled by Law or as you expressly authorize in writing, or (b)
access your Data except to provide the Service and prevent or address service
or technical problems, or at your express request in connection with customer
support matters. In the event CONVEY is compelled by Law to disclose your Data,
we will provide you with notice thereof is permitted by law.
Search Credits purchased expire automatically twelve months
after the last purchase date.
CONVEY does not have total coverage so not all searches will return a positive result, in which case a search credit will not be deducted.
If you integrate with CONVEY using our API, you must use
efficient programming, which will not cause an excessive number of requests to
be made in too short a period of time, as-determined solely by CONVEY. If this
occurs, CONVEY reserves the right to throttle your API connections or suspend
or terminate your CONVEY account. All connections to the CONVEY servers must be
secure and encrypted to protect the data in transit.
Payment Terms
All fees are exclusive of all taxes or duties imposed by
governing authorities. Other than sales taxes which CONVEY may be required to
collect from you and remit to appropriate taxing authorities, you are solely
responsible for payment of all such taxes or duties.
CONVEY may at any time, upon notice of at least 90 days, or
a longer period if required by Applicable Law, change the price.
Referral payments can be requested when the account balance
reaches the amount specified in the user area, once the request is received the
payment will be made within 5 working days.
Intellectual Property Rights
As between the parties, CONVEY owns and shall retain all
right, title and interest in and to (a) the Software and the Service, including
all intellectual property rights therein, and (b) all transactional and
performance data related to your use of the Service. CONVEY may collect, use and
disclose all such transactional and performance data for its business purposes
(including software use optimization and product marketing) provided that such
use does not reveal your identity, any of your confidential information or any
personally identifiable information that belongs to you or your employees.
Warranties and Limitation of Liability
CONVEY represents, warrants, and covenants as follows: (a)
the Service will perform substantially in accordance with the specifications
generally provided by CONVEY in connection with the Service; (b) the provision of the Service will comply
with all privacy and data protection laws applicable to its business; (c) it
will not sell Personal Information provided by you, and it will retain,
disclose, or use Personal Information provided by you only for purposes of
providing the Service; and (d) any professional services performed for you by CONVEY
will be performed in a professional and workmanlike manner, with the degree of
skill and care that is required by sound professional procedures and practices.
Security Breach
External Breach: In the event of an accidental, unauthorized
or unlawful destruction, loss, alteration, disclosure of, or access to,
personal data (a “Security Breach”), that impacts the personal data you
maintain through the CONVEY® Service, and which is perpetrated by anyone other
than your employees, contractors or agents, upon discovery of such Security
Breach, CONVEY will: (a) initiate remedial actions that are in compliance with
Applicable Law and consistent with industry standards; and (b) in accordance
with Applicable Law, notify you of the Security Breach, its nature and scope,
the remedial actions CONVEY will undertake, and the timeline within which CONVEY
expects to remedy the Security Breach. You will be responsible for fulfilling
your obligations under Applicable Law.
Internal Breach: In the event of a Security Breach, as
defined by Applicable Law, which is perpetrated by your affiliate, employee,
contractor or agent, or due to your failure to maintain your systems, network
or Data in a secure manner, you shall have sole responsibility for initiating
remedial actions and you shall notify CONVEY immediately of the Security Breach
and steps you will take to remedy such breach. In our sole discretion, we may
take any action, including suspension of your access to the Service, to prevent
harm to you, us, the Service, or other third parties. You waive any right to
make a claim against us for losses you incur that may result from our actions.
Indemnification
You agree to indemnify, defend and hold harmless CONVEY, and
its subsidiaries, affiliates, officers, directors, agents, and employees from
and against any costs, damages, expenses (including reasonable attorneys’
fees), judgments, losses and other liabilities (including amounts paid in
settlement) (“Liabilities”) incurred as a result of any third-party action,
claim, demand, proceeding or suit (“Claim”) to the extent arising from or in
connection with (a) your use of the Software and/or Service in violation of
this Agreement, (b) any employment decision or action you take due to
information available through or your use of the Service.
CONVEY agrees to indemnify, defend and hold harmless you,
and your affiliates, officers, agents, and employees from and against any
Liabilities incurred as a result of any third-party Claim to the extent arising
from or in connection with an allegation that your use of the Software and/or
Service in accordance with this Agreement infringes the intellectual property
rights of a third party. Notwithstanding the foregoing, in no event shall CONVEY
have any obligations or liability arising from: (a) use of the Software and/or
Service in a modified form or in combination with materials or software not
furnished by CONVEY, and (b) any User Content, information or Data provided by
you, your end users, or other third parties.
Governing Law; Jurisdiction
This Agreement is governed by, and is to be construed in accordance
with, English law. The English Courts will have exclusive jurisdiction to deal with any
dispute which has arisen or may arise out of, or in connection with, this Agreement.
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General Provisions
Entire Agreement. This Agreement encompasses the entire
agreement between you and CONVEY with respect to the subject matter hereof and
supersedes all prior representations, agreements and understandings, written or
oral. No purchase order or other form submitted by you will modify, supersede,
add to or in any way vary the terms of this Agreement.
Severability. If any
part of this Agreement is found invalid or unenforceable by a court of
competent jurisdiction, the remainder of the Agreement shall be interpreted so
as to reasonably effectuate the intention of the parties and shall not affect
the validity and enforceability of any remaining provisions.
No Legal Advice; Reliance. No part of this Agreement is
intended or shall be construed as legal advice. CONVEY shall not be liable for
any errors or omissions in the content of this Agreement or for any actions
taken in reliance thereon.
