TERMS AND CONDITIONS OF USE
Last updated: January 2022
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY.
This terms of use agreement (this “agreement”) (together with
the
documents referred to in it) is a legal agreement between you and Holborn LLC, a Wyoming corporation, with a place of business at 30 N Gould St Ste R Sheridan,
WY 82801, USA (“we”, “us” or “our”) for the use of our website: www.crowdprisma.com, web application:
crowdprisma.com (collectively the “CrowdPrisma Platform”). By using and/or
registering to use the CrowdPrisma Platform, you must read, agree with and accept all of the terms and
conditions
contained in this agreement. This agreement is provided to you and concluded in English. You agree that any
use
by
you of the CrowdPrisma Platform shall constitute your acceptance of the agreement. We recommend that you
store
or
print-off a copy of the agreement (including all policies) for your records. If you do not agree to the
terms of
this agreement, please refrain from using the CrowdPrisma Platform.
1. APPLICABLE TERMS
1.1 This agreement refers to the following additional terms, which also apply to your use of the CrowdPrisma
Platform: (a) our privacy policy, which sets out the terms on which we process any personal data we collect
from
you, or that you provide to us. By using the CrowdPrisma Platform, you consent to such processing and you
warrant
that all data provided by you is accurate; and (b) our cookie policy, which sets out information about the
cookies
on the CrowdPrisma Platform.
2. ACCESSING THE CROWDPRISMA PLATFORM AND USING THE CrowdPrisma SERVICES
2.1 We have developed the CrowdPrisma Platform, using AI technology to provide an accurate and superior
automated
survey analysis service. CrowdPrisma uses the world's best automated natural language processing algorithms to generate
accurate
insights and provide the following services: (a) automated analysis of survey files uploaded to
the
CrowdPrisma Platform; (b) an interactive interface that allows users to search, analyse and build on the insights
of their analyses
(the "CrowdPrisma Editor");
(c) the CrowdPrisma API Developer Hub (https://dev.crowdprisma.com/); and (d) a
variety
of methods for exporting and sharing the contents of CrowdPrisma analyses. (together the "CrowdPrisma
Services").
2.2 You may receive access and direct links to third party services for your benefit and ease of service
via
the
CrowdPrisma Platform, including but not limited to: Zapier and Zoom which are subject to their own terms and
conditions:
Zapier (web integration services): https://zapier.com/terms
Zoom (video-recording services): https://www.zoom.us/terms
You acknowledge and agree that when you click on a link to a third party website on the CrowdPrisma Platform
you
are
leaving the CrowdPrisma Platform and entering a third party website which is subject to its own terms and
conditions. Please read all third party terms and conditions carefully before using such sites. CrowdPrisma
accepts
no responsibility or liability in respect of any events that occur whilst you are using third party
platforms
and
services.
2.3 In consideration of you agreeing to abide by the terms of this agreement, we hereby grant to you a
non-exclusive, non-transferable, licence to use the CrowdPrisma Platform and the CrowdPrisma Services on the
terms
of this agreement. To access and use the CrowdPrisma Services you must sign up with your name, email address
and
password to create an account ("Account"). We discourage generic account names and we actively monitor
concurrent
Account usage. You may log into your Account on multiple devices but you shall not be able to access and use
the
CrowdPrisma Services via the same Account from multiple devices at the same time. Dependent on the tier of
your
Account (as detailed at clause 3.3) you may be authorized to have more than one user ("Seat") per your
Account.
The
number of Seats per Account shall be determined by your tier and if there are multiple Seats allowed via
your
Account, each Seat shall need to be a named individual. The original Account holder shall be the lead Seat
and
shall
be able to add a specified number of other Seats (in accordance with the selected tier). Seats may be
transferred to
new users at any time but shall always be for named individuals and not a generic Seat used by multiple
individuals
concurrently. Sharing of log-in details with any other user is strictly prohibited in accordance with clause
2.6.
2.4 Access to the CrowdPrisma Platform is permitted on a temporary basis and we reserve the right to
withdraw or
amend the services or functionality that we provide on the CrowdPrisma Platform without notice. We will not
be
liable if for any reason the CrowdPrisma Platform is unavailable at any time or for any period.
2.5 From time to time, we may restrict access to some parts of the CrowdPrisma Platform, or the entire
CrowdPrisma
Platform, to users who have registered with us. We will use reasonable endeavors to fix issues and bugs in
the
CrowdPrisma Platform as quickly as we can.
2.6 If you choose, or you are provided with, a user identification code, password or any other piece of
information
as part of our security procedures, you must treat such information as confidential, and you must not
disclose
it to
any third party. We have the right to disable any user identification code or password, whether chosen by
you or
allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of this
agreement.
2.7 You must not misuse the CrowdPrisma Platform by knowingly introducing viruses, Trojans, worms, logic
bombs
or
other material which is malicious or technologically harmful. You must not attempt to gain unauthorized
access
to
the CrowdPrisma Platform, the server on which the CrowdPrisma Platform is stored or any server, computer or
database
connected to the CrowdPrisma Platform. You must not attack the CrowdPrisma Platform via a denial-of-service
attack
or a distributed denial-of service attack.
2.8 If you breach clause 2.7, you will be committing a criminal offence under the Computer Misuse Act 1990.
We
will
report any such breach to the relevant law enforcement authorities and we will cooperate with those
authorities
by
disclosing your identity to them. In the event of such a breach, we reserve the right to immediately cease
your
right to use the CrowdPrisma Platform.
3. FREE TRIAL, SUBSCRIPTIONS AND FEES
3.1 Free trial for new users. If you are a new user, signing up to the CrowdPrisma Platform to use the
CrowdPrisma
Services for the first time, once you have created an Account you shall have the option to sign up for a
free
7-day
trial. A free trial shall consist of free analysis services for up to one file of questions and
participants numbers up to the respective quotas - defined in the free trial plan -,
which may be used during the next seven (7) days after you have signed up ("Free Trial"). In order to enjoy
the
Free
Trial you shall need to enter your payment details but you shall not be charged until after the Free Trial
has
ended.
3.2 Unless you choose to opt out prior to the Free Trial period ending (i.e. before day eight (8)), after
your
Free
Trial ends you shall be automatically subscribed to the CrowdPrisma Services as further detailed
below.
3.3 Subscriptions. If you are migrating from the Free Trial to a subscription plan, you shall be
automatically
signed up for a monthly subscription where payment is taken upfront at the beginning of each month (the
"Monthly
Subscription"), or you may choose to upgrade (as detailed below) to an annual subscription with the benefit
of a
discount and payment upfront annually (the "Annual Subscription"). You can also opt for an Annual
Subscription
during the Free Trial period (in which case it shall commence automatically after the Free Trial has ended)
or
at
any time thereafter (in which case your upgrade shall commence as soon as you have selected it within in
your
Account) For the avoidance of doubt there shall be no pro rata fee deductions for upgrades during the middle
of
the
month.
Any users on Pay As You Go, Basic or Supercharged payment plans may elect to sign up for a Monthly
Subscription
or
an Annual Subscription plans. For the avoidance of doubt, if you are migrating from Pay As You Go, Basic or
Supercharged payment plans to a subscription plan you are not a new user and therefore will not be eligible
for
a
free trial.
3.4 Fair use. You will receive unlimited, day-to-day fair use ("Fair Use") (Fair Use is subject to our
discretion)
of the CrowdPrisma Services on specific Monthly Subscription and the Annual Subscription (Advanced, Pro, Pro
Teams
plans). We reserve the right to monitor usage, and if we determine over-use of the CrowdPrisma Services,
going
beyond Fair Use, that is equivalent to the High Volume or Archive Use (as defined below) thresholds we shall
inform
you of your over-use and give you the option to purchase the High Volume or Archive Use add-on(s).
Fair use does not accrue, and resets every billing period (Monthly or Yearly).
Subscription Type Fees
Monthly Subscription Please refer to the Pricing Page
Annual Subscription (EU Countries only) Please refer to the Pricing Page
Add-on Fees
High Volume: means any transcription above the Fair Use limit [during any month]. Contact Us
Archive Use: means when you know in advance how many files and/or the number of hours that require
transcription
in
advance.This feature is for projects with a known volume that is higher than Fair Use. Contact Us
3.5 In addition to choosing the Monthly or Annual Subscription plan you can also choose your tier details of
which
may be updated from time to time and can be found on the pricing page ("Pricing Page").
3.6 If your usage puts system integrity at risk i.e. you upload a large volume of files in a short period of
time,
CrowdPrisma reserves the right to throttle your access to the service to ensure system integrity for all our
customers.
4. PAYMENT, UPGRADING AND DOWNGRADING
4.1 If you wish to subscribe for a Monthly Subscription or Annual Subscription, you:
(a) agree to pay to us the relevant Fee as set out on the Pricing Page
(https://app.crowdprisma.com/plans);and
(b)
agree and undertake to pay to us (without any deduction) the relevant Fee in advance in full (in GBP, EUR,
USD
or
the equivalent in your local currency based on the conversion rate at the time of payment) and authorise us
to
collect the full fee from you each month or at the beginning of each year (as applicable) until you cancel
your
subscription in accordance with clauses 5.3 to 5.6 below; and (c) acknowledge that, subject to clause 5,
that
the
relevant Fees are non-refundable.
4.2 You may upgrade from a Monthly Subscription to an Annual Subscription at any time via your Account. If
you
upgrade from a Monthly Subscription to an Annual Subscription, we will immediately bill you and you agree to
pay
to
us (without any deduction) the relevant Fee in full at the beginning of the next month when payment of the
Fees
is
due. You may also downgrade from an Annual Subscription to a Monthly Subscription via your Account at the
end of
the
year of your Annual Subscription. The downgrade will take effect from the end of the annual period. Payment
will
then be taken monthly in accordance with the Monthly Subscription payment plan.
4.3 You may also upgrade from a lower tier plan to a higher tier plan i.e. from Starter to Pro or Pro Team.
If
you
upgrade your tier via your Account you will be immediately charged the pro-rated difference (for the month
or
the
year as applicable) between the two tiers and will immediately receive the extra benefits of your new
tier.
4.4 You may also downgrade your tier by selecting to do so via your Account. If you choose to do so, the
downgrade
will come into effect at the end of the month or the end of the year as applicable in time for your next Fee
payment. You shall lose the benefits of the tier from which you have downgraded at this time.
4.5 If you are signed up for a Monthly Subscription, you may pause your Account at any time ("Pause Plan").
The
new
Pause Plan Fee rate will take effect at the beginning of the next month after you have opted to pause your
Account.
For the avoidance of doubt you cannot pause your Account if you are signed up to an Annual
Subscription.
Subscription Type Fees
Pause Plan Please refer to the Pricing Page
During the Pause Plan the following shall occur:
(a) we shall keep your files and analyses safe for the period of the Pause Plan (however you shall not
be
able
to view or access them); (b)
you
shall not be able to use the CrowdPrisma Services. Analyses services shall not be available either via
the
CrowdPrisma API Developer Hub or other third party platforms and/or integrations such as Zapier.
You can reactivate your Account and end the Pause Plan at any time. For the avoidance of doubt you will not
receive
a refund for any Pause Plan Fees paid if you reactivate your Account in the middle of the month, and you
shall
be
charged the Monthly Subscription Fee rate (with no pro-rating).
4.6 We reserve our rights to amend the fees at any time. However, we shall notify you in writing of any
change
in
the Fees and any such change shall take effect at the beginning of the new month for Monthly Subscriptions
and
the
beginning of the New Year for Annual Subscriptions.
4.7 We may offer promotional offers from time to time which may include promo codes or Account credits, and
which
may be subject to expiration dates and may only be applicable to selected users of the CrowdPrisma Platform.
We
reserve the right to remove Account credits from your Account or end a promotional offer without notice if
we
believe, at our sole discretion, you are not acting in good faith in relation to the terms of the
promotion.
4.8 Payments will be processed by a third party payment processor, Stripe, in accordance with its standard
terms
and
conditions: https://stripe.com/gb/ssa. You hereby give consent:
(a) to us sending you electronic communications (including via email and text) in relation to upcoming and
successful payments managed via the CrowdPrisma Platform; and (b) for the payment processor to access your
bank
account which is nominated by you from time to time, and to either deduct or deposit the applicable amount,
less
any
fee which may apply. See the Pricing Page for more information about applicable Fees.
You acknowledge and agree that when using the Stripe service on the CrowdPrisma Platform, you will comply
with
Stripe's end user licence agreement in respect to your use of the Stripe service. You also acknowledge that
Stripe's
privacy policy at: https://stripe.com/gb/privacy shall apply to Stripe's processing of any personal
information
you
submit to Stripe via the CrowdPrisma Platform. We shall not be liable to any person if Stripe or any other
payment
processor is not able to deduct or deposit any amount due to insufficient funds or incorrect bank account
details.
4.9 If the credit card details you have provided us with via your Account are invalid at the point of us
charging
you for the Fees owed to us, we shall inform you by email. We will make every effort to contact you by email
(to
the
address used to set up your Account) if your card payment fails.
4.10 If your payment fails, after notifying you we shall continue to attempt to take payment up to three (3)
times
over a period of nine (9) days to allow you to update your payment details before we shall suspend your
Account
and
your access to the CrowdPrisma Platform and the CrowdPrisma Services.
4.11 If the card details are not updated after 9 days, we reserve the right to permanently delete your
Account
and
all data, files and analyses held within.
5. CANCELLATION AND REFUNDS
Cooling-off period
5.1 If you are a consumer, you have a legal right to cancel a contract under the Consumer Contracts
(Information,
Cancellation and Additional Charges) Regulations 2013 during the period set out below in clause 5.2. This
means
that
during the relevant period if you change your mind or for any other reason you decide you do not want to use
the
CrowdPrisma Services, you can notify us of your decision to cancel this agreement and receive a refund for
any
amount you have already paid minus a pro-rated amount for any use of the CrowdPrisma Services you have
already
made
during the cooling-off period.
5.2 Your legal right to cancel this agreement starts from the date you sign up for a Free Trial in
accordance
with
clause 3.1 above. You then have a period of fourteen (14) days in which you may cancel (“cooling-off
period”).
5.3 To cancel this agreement during the cooling-off period, please do so at any time during the fourteen
(14)
day
period by clicking on the 'Cancel Subscription' link on your Account settings page or contact us in writing
to
tell
us by sending an email to: support@crowdprisma.com. You may wish to keep a copy of your cancellation
notification
for your own records. If you send us your cancellation notice by email or via your Account, then your
cancellation
is effective from the date you sent us the email or clicked on the 'Cancel Subscription' in your Account
settings.
Cancellation after the cooling-off period
5.4 After the expiry of the cooling-off period set out in clause 5.2, you can still cancel your Account at
any
time
by clicking on the 'Cancel Subscription' link on your Account settings page. You are solely responsible for
properly
cancelling your Account. For the avoidance of doubt, the Monthly Subscription automatically renews each
month
and
the Annual Subscription automatically renews each year.
5.5 If you cancel your Monthly Subscription your cancellation will take effect the following month and you
will
still be charged the Fee for the current month. No refund will be available for any remaining days in the
month.
5.6 After each auto-renewal of your Annual Subscription you will have fourteen (14) days in which to cancel
your
subscription and receive a refund. Please request this in writing [via your Account or] by sending an email
to
support@crowdprisma.com. If you request to cancel during the fourteen (14) day period and there is
significant
use
of the CrowdPrisma Platform via your Account during this time you may be charged the Monthly Subscription
Fee
for
one month. This shall be at CrowdPrisma's sole discretion. For the avoidance of doubt if you are charged a
Monthly
Subscription Fee for one month this shall be deducted from the Annual Subscription amount and you shall
receive
a
refund for the remaining monies. After the fourteen (14) day period you will no longer be eligible for a
refund
if
you choose to cancel your Annual Subscription.
6. YOUR CONTENT AND CONFIDENTIALITY
6.1 Survey/free-text content submitted to us by you (and any intellectual property rights in it) is owned by you
or
your
licensor. You grant CrowdPrisma a non-exclusive license to use that survey/free-text content solely for the
purpose
of
providing the CrowdPrisma Services and creating analyses. Analyses (and any intellectual property
rights
in
them) are owned by you, subject to you having paid the Fees required under this agreement. For more
information
about our data security practices, see Security at CrowdPrisma (https://crowdprisma.com/data-security/) for
our
official policy, and our support article on Data Security
(https://support.crowdprisma.com/en/articles/3004400-data-security).
6.2 CrowdPrisma shall have no obligations with respect to the survey/free-text material which you submit other
than
to
perform the CrowdPrisma Services as set out in this agreement. You are solely responsible for such
material.
7. YOUR INDEMNITIES AND UNDERTAKINGS
7.1 You agree that when using the CrowdPrisma Platform you will comply with all applicable laws and this
agreement.
In particular, but without limitation, you agree not to:
(a) use the CrowdPrisma Platform in any unlawful manner or in a manner which promotes or encourages illegal
activity; or (b) breach any law, statute, contract, or regulation; (c) act in a manner that is obscene,
defamatory,
libellous, unlawfully threatening or unlawfully harassing; (d) provide false, inaccurate or misleading
information;
(e) use an anonymising proxy; or (f) attempt to gain unauthorised access to the CrowdPrisma Platform or any
networks, servers or computer systems connected to the CrowdPrisma Platform. (together the “Restricted
Activities”)
7.2 Except as expressly set out in this agreement or as permitted by any local law, you undertake:
(a) not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the CrowdPrisma Platform
or
your
access to the CrowdPrisma Platform; (b) not to engage in any of the Restricted Activities, nor control an
account
that is linked to any of the Restricted Activities; (c) not to make alterations to, or modifications of, the
whole
or any part of the CrowdPrisma Platform nor permit the CrowdPrisma Platform or any part of it to be combined
with,
or become incorporated in, any other programs or websites (save for in accordance with proper use of the
CrowdPrisma
API Developer Hub); (d) not to disassemble, de-compile, reverse engineer or create derivative works based on
the
whole or any part of the CrowdPrisma Platform; (e) to include our copyright notice on all entire and partial
copies
of the CrowdPrisma Platform in any form; or (f) not to provide, or otherwise make available, the CrowdPrisma
Platform in any form, in whole or in part (including, but not limited to, program listings, object and
source
program listings, object code and source code) to any person without prior written consent from us.
7.3 Notwithstanding clause 7.1 and 7.2, you agree to indemnify us in full and on demand from and against any
loss,
damage, costs or expenses which we suffer or incur directly or indirectly as a result of your use of the
CrowdPrisma
Platform] otherwise than in accordance with this agreement or any applicable laws.
7.4 You warrant to us that all the information you provide to us is true and accurate to the best of your
knowledge.
8. INTELLECTUAL PROPERTY RIGHTS
8.1 We are the owner or the licensee of all intellectual property rights in the CrowdPrisma Platform and in
the
material published on it. Those works are protected by copyright laws and treaties around the world. All
such
rights
are reserved.
8.2 The trade marks, service marks, and logos (“Trade Marks”) contained on the CrowdPrisma Platform are
owned by
us,
our group companies or third party partners of us. You cannot use, copy, edit, vary, reproduce, publish,
display,
distribute, store, transmit, commercially exploit or disseminate the Trade Marks without the prior written
consent
of us, the relevant group company or the relevant third party partner of us.
8.3 You must not modify the paper or digital copies of any materials you have printed off or downloaded in
any
way,
and you must not use any illustrations, photographs, video or audio sequences or any graphics separately
from
any
accompanying text.
8.4 Our status (and that of any identified contributors) as the authors of content on the CrowdPrisma
Platform
must
always be acknowledged.
8.5 You must not use any part of the content on the CrowdPrisma Platform for commercial purposes without
obtaining a
licence to do so from us or our licensors.
8.6 If you print off, copy or download any part of the CrowdPrisma Platform in breach of this agreement,
your
right
to use the CrowdPrisma Platform will cease immediately and you must, at our option, return or destroy any
copies
of
the materials you have made.
9. UPLOADING CONTENT TO THE CROWDPRISMA PLATFORM
9.1 Whenever you make use of a feature that allows you to upload content to the CrowdPrisma Platform, you
must
comply with the content standards set out below.
9.2 You warrant that any such contribution does comply with these standards, and you will be liable to us
and
indemnify us for any breach of this warranty.
9.3 Any content you upload to the CrowdPrisma Platform in a public forum will be considered non-confidential
and
non-proprietary. To the extent it is necessary in order to complete your requests, you grant to us a
perpetual,
worldwide, non-exclusive, royalty free and fully paid licence to, without limitation, use, sub-licence,
copy,
repost, transmit or otherwise distribute, publicly display, publicly perform, adapt, prepare derivative
works
of,
compile, make available and otherwise communicate to the public the content.
9.4 We also have the right to disclose your identity to any third party who is claiming that any content
posted
or
uploaded by you to the CrowdPrisma Platform constitutes a violation of their intellectual property rights,
or of
their right to privacy.
9.5 We have the right to remove any posting you make on the CrowdPrisma Platform if, in our opinion, your
post
does
not comply with the content standards set out herein or with any applicable laws.
9.6 You acknowledge and agree that the CrowdPrisma Platform acts merely as a passive conduit and/or host for
the
uploading storage and distribution of such content. Any views expressed by other users on the CrowdPrisma
Platform
do not represent our views or values. We cannot and do not review the content created or uploaded by users,
and
neither we nor our subsidiaries, affiliates, successors, assigns, employees, agents, directors, officers and
shareholders has any obligation, and does not undertake or assume any duty, to monitor the CrowdPrisma
Platform
for
content that is inappropriate, that does not or might infringe any third party rights, or has otherwise been
uploaded in breach of this agreement or applicable law. However, you can notify us of any inappropriate or
infringing content by flagging such content on the CrowdPrisma Platform.
9.7 You are solely responsible for all of the content that you upload, post or distribute to, on or through
the
CrowdPrisma Platform, and to the extent permissible by law, we exclude all liability with respect to content
and
the
activities of users.
10. CALL RECORDING CONSENT
You acknowledge and agree that you will only upload content to the CrowdPrisma Platform and CrowdPrisma iOS
App,
that may be used by CrowdPrisma in the performance of the CrowdPrisma Services, that has been recorded in
compliance
with all applicable laws, including but not limited to: the Investigatory Powers Act 2016, the investigatory
Powers
(Interception by Businesses etc. for Monitoring and Record-keeping Purposes) Regulations 2018, the General
Data
Protection Regulation (EU) (2016/679), the Data Projection Act 2018, the Information Commissioner's
Employment
Practices Code and the Human Rights Act 1998 and all equivalent applicable local laws in the jurisdiction in
which
you record any content you upload.
Please note that in the United Kingdom, Ireland, Germany, Canada, Australia and a number of US states the
consent of
every party to a phone call or conversation is required in order to make the recording lawful, this is
called
“two-party consent”. Therefore whether a jurisdiction requires one or two-party consent to call recording,
it is
best practice to obtain consent from all parties on the call.
11. DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) POLICY
We care about copyright. We have a DMCA policy that you should familiarise yourself with when dealing with
and
publishing content that's not yours.
We reserve the right to take down public content published on the CrowdPrisma Platform or distributed
through
shared
links should we find a breach of terms, as stated in our policy:
https://crowdprisma.com/dmca-and-copyright-abuse-policy/.
12. CHANGES TO THESE TERMS
We may revise this agreement (or any of the documents referred to in this agreement) at any time by amending
this
page. Please check this page from time to time to take notice of any changes we made, as they are binding on
you.
13. DUPLICATE ACCOUNTS
We reserve the right to refuse the creation of duplicate accounts for the same user. In a case where
duplicate
accounts are detected, we reserve the right to close or merge these duplicate accounts without
notification.
14. ELIGIBILITY
14.1 To be eligible for the CrowdPrisma Platform, you must (a) be at least 16 years old and (c) agree to the
terms
of this agreement.
14.2 You further represent and warrant to us that if you are an individual and you open an account with us
that
you
are not acting on behalf of an undisclosed principal or a third party beneficiary.
14.3 You undertake that your login may only be used by you and a login shared by multiple people is not
permitted.
15. NO WARRANTY
15.1 Use of the CrowdPrisma Platform is at your own risk. The CrowdPrisma Platform is provided on an “as is”
basis.
We do not warrant or guarantee that the CrowdPrisma Platform and all or part of its contents will be always
available or that its use will not be interrupted.
15.2 You acknowledge that the CrowdPrisma Platform may not be free of bugs or errors and you agree that the
existence of any minor errors shall not constitute a breach of this agreement.
16. OUR LIABILITY
16.1 Nothing in this agreement excludes or limits our liability for death or personal injury arising from
our
negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or
limited
by English law.
16.2 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms
which
may
apply to the CrowdPrisma Platform or any content on it, whether express or implied.
16.3 Subject to clause 16.1, we will not be liable to any user for any loss or damage, whether in contract,
tort
(including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in
connection
with:
(a) use of, or inability to use, the CrowdPrisma Platform or the CrowdPrisma Services; or (b) use of or
reliance
on
any content displayed on the CrowdPrisma Platform.
16.4 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack,
or
other
technologically harmful material that may infect your computer equipment, computer programs, data or other
proprietary material due to your use of the CrowdPrisma Platform or to your downloading of any content on
it, or
on
any website linked to it.
16.5 We assume no responsibility for the content of websites linked on the CrowdPrisma Platform. Such links
should
not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or
damage
that
may arise from your use of them.
16.6 Subject to clause 16.1, our maximum aggregate liability under or in connection with this agreement, or
any
collateral contract, whether in contract, tort (including negligence) or otherwise, shall in all
circumstances
be
limited to a sum equal to £100 or the amount you paid to us in fees in the previous 12 calendar months,
whichever is
greater.
17. TERMINATION
17.1 Either party may terminate this agreement immediately and without notice to the other party. You may
terminate
this agreement by deleting your Account and refraining to use the CrowdPrisma Platform; however you shall
still
be
liable for the Fees owed as detailed in clauses 3 and 4.
17.2 Upon termination or expiry for any reason:
(a) all rights granted to you under this agreement shall cease; (b) you must cease all activities authorised
by
this
agreement; and (c) you must immediately delete your Account and cease using the CrowdPrisma Platform and
certify
to
us that you have done so.
17.3 Please note once you have deleted your Account we shall not be able to recover your files/analyses
so
please download all transcripts before you delete your Account.
17.4 We reserve the right to delete your Account on termination of this agreement and for non-payment of the
Fees
owed in accordance with clauses 3 and 4 of this agreement.
17.5 Any provision of this agreement that expressly or by implication is intended to come into or continue
in
force
on or after termination or expiry of this agreement shall remain in full force and effect.
18. TRANSFER OF RIGHTS AND OBLIGATIONS
18.1 This agreement is binding on you and us and on our respective successors and assignees.
18.2 You may not transfer, assign, charge or otherwise dispose of this agreement, or any of your rights or
obligations arising under it, without our prior written consent.
18.3 We may assign, charge, novate or otherwise dispose of this agreement without our prior written
consent.
19. GENERAL TERMS
Communications 19.1 We are required to provide certain information to you in writing. By accepting this
agreement,
you agree that we can communicate with you electronically either by email or by posting notices on the
CrowdPrisma
Platform.
Entire Agreement 19.2 This agreement and any document expressly referred to in it constitutes the whole
agreement
between us and supersedes any previous discussions, correspondence, arrangements or understandings between
us.
Law and Jurisdiction 19.3 This agreement 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 law of England and Wales.
19.4 Any dispute or claim arising out of or in connection with this agreement will be subject to the
exclusive
jurisdiction of the courts of England and Wales.
20. CONTACT US
To contact us, please email support@crowdprisma.com.