Last updated: 2/01/2020
Additional Services: means any time-and-materials services provided to you which are not covered in your Plan.
Agreement: these Terms of Service and your Subscription for any of our Plans.
Documentation: any documentation made available to You by Injoit Limited from time to time, whether in electronic form, via a web site or otherwise, which sets out a description and user instructions for the Software.
Fees: the fees payable by You to Injoit for the Software and your Plan as detailed on our web site.
Initial Term: the initial term of this Agreement, which shall commence on the Start Date.
Intellectual Property Rights: all intellectual and industrial property rights including patents, know-how, registered trade marks, registered designs, utility models, applications for and rights to apply for any of the foregoing, unregistered design rights, unregistered trade marks, rights to prevent passing off for unfair competition and copyright, database rights, topography rights, domain names and any other rights in any invention, discovery or process, in each case in the United Kingdom and together with all renewals and extensions.
Subscription: your order for Software detailing the Fees relating to your Plan and incorporating this Agreement.
Plan: means the services to be provided to you as detailed in your Subscription and any Documentation.
Plan Tier: means any support provided and the limitations on the use of the Software as detailed in your particular Plan, as detailed on our web site from time to time.
Renewal Term: the Initial Term and any subsequent terms described in clause 15.1.
Software: the software and services made available to you by Injoit under this Agreement, as more particularly described in the Documentation relating to your Plan and your Subscription.
Start Date: the date we first make our Software available to you.
Term: the term begins on the commencement of the Initial Term and continues until the later of the date of the conclusion of the last Renewal Term.
Users: your employees who you authorise to use the Software in accordance with this Agreement.
You or Your: means the business detailed your Subscription for one of our Plans.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking into account any amendment, extension, or re-enactment and includes any subordinate, interim or provisional legislation for the time being in force made under it. Any words following the terms including, include, in particular, for example or any other similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or terms preceding those terms. References to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement. The details of your Plan and your Subscription form part of this Agreement and shall have effect as if set out in full in the body of this Agreement.
1. Your Plan
1.1This Agreement defines the contractual terms and conditions under which Injoit will supply Software to You.
1.2Variation to this Agreement or Prices. Injoit may make changes to this Agreement from time to time on reasonable advance notice to you of no less than 30 days. Any revised version of this Agreement shall automatically apply to any Renewal Term.
You are free to stop using the Software if we make such variations, but if you carry on using the Software after any variation or change commences, you will be deemed to have accepted the change.
1.3This Agreement shall commence on the Start Date when the Software is made available to you and shall continue throughout any Initial Term unless earlier terminated in accordance with the terms of this Agreement.
1.4Any services which are not detailed in your Plan are out of scope and subject to additional charges.
1.5Support Services. Injoit will, as part of provision Software, provide You with Injoit’s standard customer support services and onboarding services as detailed in your Plan. Injoit may amend its support services at its discretion from time to time.
2. Onboarding and Support in Accessing and Using Our Services
2.1Following your Subscription for a Plan, we will contact you to provide you with the information you need to access and use our Software.
2.2Injoit Support. Please refer to your Plan Documentation for information and assistance around onboarding and using our Software. The support services provided as part of your Plan are detailed in your Plan Documentation. Full access to all of our standard online resources and FAQs is provided to all users. Any support requests or onboarding assistance requested which is outside the scope of your Plan will be chargeable as Additional Services.
2.3Your responsibility to understand our Software and your use of it. You acknowledge and agree that whilst our Software is designed for ease of use, it is Your responsibility to ensure that any individuals involved in onboarding or using the Software are appropriately trained in the use of any applicable technology and understand and are familiar with the Software and any training materials or Documentation made available to you relating to them. In the event that we identify that any repeated requests for assistance are as a result of inadequate training either in respect to your own systems or our Software, this assistance will be provided only at our discretion. You are solely responsible for ensuring that all users of the Software are appropriately trained in its use. Injoit shall have no responsibility to provide support if support issues are deemed by Injoit to be the result of misuse or lack of appropriate training by You in the use of Software.
3.1Subject to You paying the appropriate Plan Fees to Injoit (where applicable), the restrictions set out in this clause 3 and the other terms and conditions of this Agreement, Injoit hereby grants to You a personal, non-exclusive, non-transferable, non-sublicensable, revocable right: (a) to permit Users to use the Software and the Documentation during the Term solely for Your business operations; and, (b) to access and use the Software and the Documentation within the limits of the Plan you have purchased.
3.2Limitations on Use. The rights provided under this Agreement are granted to You only, and shall not be considered granted to any subsidiary or holding company unless otherwise agreed in writing. Plan Limits. Any limits on your use in respect to your Plan are detailed in your Plan Tier. These limitations may include the number of Users for which the license is granted, limits on the volume of data processed, limits on data retention, file size, or other limitations as may be introduced in the future.
3.3Exceeding the limits of your Plan Tier. If your Subscription includes limitations on your use of the Software and that use exceeds any limits detailed in any Plan Tier, Injoit shall be entitled to automatically increase its Fees to the appropriate Plan Tier applicable to your use or to increase your Plan Fees to account for such additional use of the Software. You agree to pay any applicable increase in Fees for such charges immediately on receipt. Additional Fees for exceeding the limits of your Plan Tier can be avoided by contacting Injoit and subscribing to a higher service plan. If at any time it becomes apparent to Injoit that you have underpaid Fees, all Fees applicable to your actual historical use will be immediately payable to account for any shortfall. Injoit may audit your use of the Software at any time to ensure compliance with this Agreement.
3.4Where you increase your Plan Tier part way through any Term, such additional Fees as may be payable shall be pro-rated from the date of activation by Injoit for the remainder of the then current Term.
3.5Basic Plan Use. Your use of our Software must be within the limits of your Plan as detailed on our website from time to time.
We may terminate your Basic Plan and any Users without liability at any time, if, in our opinion, your use of our Software does not comply with the standards set by us, or is used for any other purpose than the purpose we have made it available to you. We may suspend or terminate our agreement with you or any access to the Services, without liability, if in our opinion You are not complying with the spirit of this agreement or use our Software for any other purpose than its primary intended use or use the Software outside of the parameters of use detailed in your Basic Plan or otherwise in a way that could damage, disable, overburden, impair or compromise our systems or its security or interfere with other users. For the avoidance of doubt, Injoit may terminate or suspend any Basic Plan Subscription at any time, for any reason, at its sole discretion, without liability to you or your Users. The following clauses do not apply to Basic Plan Subscribers, 5.1, 8.2, 10.2, 10.3, 10.4, 14.5. You may, subject to the payment, in advance, of Injoit’s reasonable expenses in returning it, request a copy of your Data on termination of this Agreement. In the event that you do not request the return, in writing, of the most recent copy of your Data held by Injoit within 10 days of the termination date of this Agreement for any reason, your Data will be deleted.
3.6Third Party Software. Injoit shall provide any Third-Party Software to You under the standard license terms provided by the relevant third party. Your use of any third party software as part of the Service or which integrates with the Software is governed by the terms of the agreement with the provider of that software, and its warranties. We are not responsible in any way for any third-party software’s performance, features or failures and make no warranty in respect to the software being fit for your purposes.
4. Restrictions of Use and Acceptable Use Policy
4.1You are responsible for any User’s breach of this Agreement.
4.2Except to the extent expressly permitted under this Agreement and to the maximum extent permitted by law, you shall not: (a) (i) attempt to copy, reproduce, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or; (b) access all or any part of the Software and Documentation in order to build a product or service which competes with the Software and/or the Documentation; or (c) use the Software and/or Documentation to provide services to third parties or offer any part of the Software for sale or distribution over any other medium; or (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Software and/or Documentation available to anyone except the Users; or (e) attempt to obtain, or assist third parties in obtaining, access to the Software and/or Documentation; or (f) permit any third party to benefit from the use or functionality of the Software; (g) use the Services for an illegal purpose or in furtherance or encouragement of illegal activities, or (h) to post, upload, transmit, submit or store Client Documents (or to engage in behaviour or otherwise use the Services in a manner) that is harassing, infringing, libellous, invasive of another’s privacy, harmful, threatening, fraudulent, deceptive, obscene, or otherwise unlawful or tortuous, or that would give rise to civil liability, including without limitation to sending, transmitting or using the Services in any manner associated with any unsolicited bulk messages or unsolicited commercial messages (“spam”).
4.3Ensuring that your use of our Software meets any required standards. You must: (i) ensure that all activities You carry out through the Software and any subsequent agreement with any users of your services complies with all applicable local legislation (including any consumer specific legislation) relevant to You and Your business and complies with the highest levels of standards and care; (ii) not use the Software or our other services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously; (iii) not infringe our intellectual property rights or those of any third party in relation to Your use of the Software; (iv) not use the Software in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users.
4.4Injoit reserves the right, without liability to You, to disable Your access to Software, without liability, as a result of a breach of the provisions of this Agreement.
5. Injoit’s Obligations
5.1Injoit warrants that the Software will perform substantially in accordance with the material terms of the Documentation for 30 days following the Start Date (Warranty).
5.2The undertaking at clauses 5.1 shall not apply for any Basic Plan Subscribers or to the extent of any non-conformance which is caused by use of the Software contrary to Injoit’s instructions, or modification or alteration of the Software by any party other than Injoit. If the Software does not conform with the foregoing warranty, Injoit will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or if reasonably practicable, provide You with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Your sole and exclusive remedy for any breach of the warranty set out in this clause. Notwithstanding the foregoing, Injoit: (a) does not warrant that Your use of the Software will be uninterrupted or error-free; nor that the Software, Documentation and/or the information obtained by You through the Software will meet your requirements; and (b) is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Software and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
5.3Injoit shall have no obligation to provide any services (and shall be entitled to charge you additional charges at its then current rates) where faults or support requests arise from: (a) misuse, incorrect or unauthorised use of the Software; (b) failure of Your IT infrastructure or any part of it; (c) use of the Software not in accordance with guidance provided by, or in combination with any equipment or software not approved by, Injoit; (d) any breach of Your obligations under this Agreement.
6. Your Obligations
(a)Provide Injoit with all necessary and timely co-operation in relation to this Agreement; including all necessary access to such information as may be required by Injoit in order to render the Software, including but not limited to, Your Data and documentation requested for the provision of the Software (and ensure that such information and data is accurate in all material respects). Injoit is not liable for any inability to use the Software in whole or part directly or indirectly caused by You or any third party; (c) comply with all applicable laws and regulations with respect to your activities under this Agreement and in your use of the Software. By registering for our Services you represent, warrant and covenant that you will: (i) provide true, accurate, current and complete information about yourself as prompted by our registration form (such information being the “Registration Data”) and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or if Injoit has a reasonable ground to suspect that such information is untrue, inaccurate, not current or incomplete, Injoit has the right to suspend or terminate your account and refuse any and all current or future use of the Injoit Service; (d) at all times comply with our Fair Use Policy detailed at Schedule 2, as amended from time to time.
(b)Operate best practice and ensure appropriate security precautions are taken in connection with its use of the Software. You are responsible for taking all reasonable steps to mitigate the risks inherent in the provision and receipt of the Software, including data loss and taking all reasonable and usual precautions to safeguard Your IT infrastructure, including operating firewalls and virus checks and implementing effective and appropriate data security in respect to the provision and receipt of Software.
(c)You are solely responsible for ensuring that the your use of the Software complies with any legal or regulatory requirements relating to content and carries all disclaimers, warnings and public information which a competent lawyer would advise in all countries and for all purposes for which use is intended.
7. Your Data and Data Protection
7.2Injoit acknowledges that all intellectual property and other proprietary rights in all data generated from the use by You of the Software (the “Service Data”) are owned and shall continue to be owned by You.
7.3All document(s), clippings, keys, and other content uploaded as part of your account to the Injoit Site or services (collectively, “Client Documents”) will remain Your intellectual property. You may designate the sharing of Client Documents with other clients or users of the Injoit Services at your discretion in your account settings. You agree that by submitting Client Documents to the Injoit Site and its services, you grant to Injoit and its partners, providers, suppliers, licensors and agents a royalty-free, worldwide, fully paid-up, irrevocable, non-exclusive right and license to store, use, reproduce, modify and distribute, in accordance with this Agreement, your Client Documents as part of the operation of the Injoit Site and its services, including for technical maintenance, software development, debugging, and backup purposes. You acknowledge and agree that Injoit has the right to collect and use any data or information generated by public or private use of your application(s) or product(s) from your Injoit Subscription. You are aware that Injoit can utilize this information at any time for marketing purposes and with the intent to improve the reliability and stability of the Injoit backend. By using the Basic Plan free tier of Injoit you grant Injoit the right to showcase your application(s) in Injoit marketing and promotions. You acknowledge and agree that we may use third party technical service providers, such as hosting providers and storage or server operators, third-party payment processors, web hosting services providers and web analytics (“Service Providers”), who may have access to your Client Documents solely for purposes of providing services to Injoit and who will not be permitted to otherwise use your Client Documents without your prior consent. If you submit any Client Document to a Project, you further grant to Injoit and Service Providers a royalty-free, worldwide, fully paid-up, irrevocable, non-exclusive right and license to use, reproduce, modify and create derivative works of such Client Document in performing services for the Project. You represent that you have the right to provide, and allow use pursuant to this Agreement, all Client Documents to the Injoit Services without violation of any third party rights, this Agreement or any laws or regulations. You acknowledge that Injoit does not pre-screen Client Documents, but that Injoit and its designees have the right (but not the obligation) to refuse or remove any Client Documents from the Injoit Services that violates this Agreement, as determined by Injoit in its discretion. Injoit is not responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Client Documents. You acknowledge and agree that Injoit may preserve or disclose Client Documents if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the Injoit Services and this Agreement; (c) respond to claims that any Client Documents violates the rights of third parties; or (d) protect the rights, property, or personal safety of Injoit, its agents, Service Providers, clients, or others. You understand that the technical processing and transmission of the Injoit Services, including your Client Documents, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices.
7.4You grant to Injoit a non-exclusive, perpetual, irrevocable, royalty free license to use any data generated from Your use of the Software (“Service Data”) and any Data (provided that such data is anonymised) for the purpose of: (a) statistical analysis and monitoring, querying and analysing such data for the purpose of providing the Software and improving the quality of services Injoit provides to its customers; (b) exercising its rights and fulfilling its other obligations under this Agreement; (c) complying with any applicable governmental or regulatory requirements; and/or (d) any other commercial purposes of Injoit.
7.5The parties acknowledge that if Injoit processes any personal data on Your behalf when performing its obligations under this agreement, You are the controller and Injoit is the processor for the purposes of the Data Protection Legislation. Schedule 1 sets out the obligations of the parties in respect to the processing of personal data.
8. Suspension of Services
8.1Injoit may suspend Software without liability if: (a) Injoit reasonably believes that the Software is being used in breach of the Agreement and You do not remedy the failure within fourteen days of Injoit’s written notice to You describing the breach; (b) You don’t co-operate with Injoit’s reasonable investigation of any suspected violation of the Agreement; (c) there is an attack on the Software or the Software is accessed by or manipulated by a third party without Injoit’s consent; (d) Injoit is required by law to suspend the Software or Your access to the Software; or (e) there is another event for which Injoit reasonably believe that suspension of the Software is necessary to protect its or any other party’s network, system, the Software or other customers; (f) You do not make use of the Software for a period of 6 months.
8.2Injoit will use reasonable endeavours to give You advance notice of a suspension under this Clause 8, unless Injoit determines in its reasonable commercial judgement that an immediate suspension is necessary to protect Injoit or its customers from imminent and significant operational or security risk.
8.3For the avoidance of doubt, any suspension of Software, unless caused directly by Injoit, shall not suspend Your obligation to pay any Fees.
9. Charges and Payment
9.1You shall pay the Fees to Injoit in accordance with this clause 9, subject to any other payment terms detailed in your Subscription, or as otherwise agreed between the parties.
9.2You shall provide to Injoit relevant valid, up-to-date and complete contact and billing details and Injoit shall invoice You on the Start Date for the Fees payable for your Plan and the applicable Initial Term, as detailed in your Subscription. You must notify Injoit in advance of any change in the billing details provided. Injoit will automatically issue an invoice to You at the start of the Renewal Term unless this Agreement is terminated in accordance with clause 14.
9.3If Injoit has not received payment within 7 days after the due date for any Fees, then without prejudice to any other rights and remedies of Injoit: (a) Injoit may, without liability to You, on 2 days advance notice, disable Your account and suspend access to all or part of the Software and Injoit shall be under no obligation to provide any or all of the Software while the invoice(s) concerned, any interest, administrative and legal costs of collecting payment and any further sums payable, remain unpaid; and (b) interest shall accrue on such due amounts at an annual rate equal to 4% over the then current base lending rate of Lloyds TSB at the date the relevant invoice was issued, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.4All amounts and fees stated or referred to in this Agreement: (a) are non-cancellable and non-refundable; (b) are exclusive of applicable tax, which shall be added to Injoit’s invoice(s) at the appropriate rate.
9.5Injoit shall be entitled to increase the Fees payable for Software (and any Subscription Tier) at the start of each Renewal Term, on thirty days’ prior written notice to You. In the event that You do not agree to such increase, you may terminate this Agreement at the end of the then-current Renewal Term. In the event that you do not notify Injoit that you object to any increase, the Renewal Term shall be extended and include the increase in Fees accordingly.
10. Proprietary Rights
10.1You acknowledge and agree that Injoit and/or its licensors are the sole and exclusive owners of all intellectual property and other proprietary rights in the Software and the Documentation. Except as expressly stated herein, this Agreement does not grant You any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of the Software or the Documentation.
10.2Subject to Clause 13, if any claim is brought against You that the normal use or possession of the Software in accordance with this Agreement infringes the intellectual property rights of a third party in the UK, Injoit shall indemnify You for any amounts awarded against You in judgment or settlement of such claims provided that: (a) You immediately notify Injoit in writing of any such claim of which You become aware and provide Injoit with reasonable co-operation in the defence and settlement of such claim; (b) You do not make any admission as to liability or compromise or agree any settlement of any claim without the prior written consent of Injoit; (c) Injoit is given sole authority to defend or settle the claim.
10.3In the defence or settlement of any claim, Injoit may procure the right for You to continue using the Software, replace or modify the Software so that they become non-infringing or, if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to You without any additional liability or obligation to pay liquidated damages or other additional costs to You.
10.4In no event shall Injoit, its employees, agents and sub-contractors be liable to You to the extent that the alleged infringement is based on: (a) a modification of the Software or Documentation by anyone other than Injoit; or (b) Your use of the Software or Documentation in a manner contrary to the instructions given to You by Injoit; or (c) Your use of the Software or Documentation after notice of the alleged or actual infringement from Injoit or any appropriate authority.
10.5The foregoing states Your sole and exclusive rights and remedies, and Injoit’s (including the Injoit’s employees’, agents’ and sub-contractors’) entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.
11.1Each 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 not be deemed to include information that: (a) is or becomes publicly known other than through any act or omission of the receiving party; (b) was in the other party’s lawful possession before the disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure; (d) is independently developed by the receiving party, which independent development can be shown by written evidence; or (e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body, provided that to the extent practicable and permitted by law, the receiving party shall promptly notify the disclosing party in advance of such requested disclosure and provide the disclosing party with an opportunity to object to such request.
11.2Each 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 the implementation of this Agreement.
11.3Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement.
11.3Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party, provided that such party has taken reasonable steps to protect and avoid the loss, destruction, alteration or disclosure of such Confidential Information.
11.4You acknowledge that details of the Software, and the results of any performance, security, penetration, vulnerability or other logical, analytical, data or information gathering tests carried out on the Software, constitute Injoit’s Confidential Information.
11.5Injoit acknowledges that Your Data is Your Confidential Information.
11.6This clause 11 shall survive termination of this Agreement, however arising.
You shall defend, indemnify and hold harmless Injoit against claims, actions, liabilities, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with: (i) Your or any User’s use of the Software and/or Documentation including without limitation any problems arising from technical difficulties (including, but not limited to, the transmission of computer viruses and the interruption of services), any fraudulent use of a credit card or any other payment method used to pay the Fees, or any violation of this Agreement; or (ii) Your collection, use, processing and/or transfer of any Data, Service Data or other personal data; or (iii) any claim of any of any kind including legal fees arising from any claim, demand or action alleging that any use you make of the Software is contrary to any law, code or regulation in any country; or (iv) any data, software, services or other materials that you use in connection with the Software, including without limitation any claim that such data, software, services or other materials, or any part thereof, infringes, misappropriates, or otherwise violates any copyright patent, trade secret, trade mark or other legal right of any third party.
13. Limitation of Liability
13.1This clause 13 sets out the entire financial liability of Injoit (including any liability for the acts or omissions of its employees, agents and sub-contractors) to You in respect of: (a) any breach of this Agreement and any support services; (b) any use made by You of the Software and Documentation or any part of them; and (c) any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
13.2Except as expressly and specifically provided in this agreement: (a) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, disclaimed and excluded from this agreement including, without limitation, any warranties of title, merchantability, or fitness for a particular use or purpose; and (b) the Software and the Documentation are provided to You on an “as is” basis.
13.3Nothing in this Agreement excludes the liability of either party: (a) for death or personal injury caused by Injoit’s negligence; or, (b) for fraud or fraudulent misrepresentation.
13.4Subject to clause 13.1 and clause 13.3: (a) to the maximum extent permitted by law, Injoit shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect, punitive, exemplary or consequential loss, costs, damages, charges or expenses however arising under or relating to this agreement, even if Injoit has been advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based; and (b) Injoit’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total amount of Fees paid by You to Injoit during the 6 months immediately preceding the date on which the claim arose. As the Fees for the service properly reflect the delineation of risk between the parties, each party agrees to ensure that it will be responsible for making its own arrangements for the insurance of any loss in excess of its accepted legal liability as necessary.
13.5Under no circumstances shall Injoit be responsible or liable for any harm caused by the transmission, through the Software, of a computer virus, or other computer code or programming device that might be used to access, modify, delete, damage, corrupt, deactivate, disable, disrupt, or otherwise impede in any manner the operation of any of Your software, hardware, data or property.
14. Term and Termination
14.1This Agreement shall, unless otherwise terminated as provided in this clause 14, commence on the Start Date and shall continue through the Initial Term and (unless otherwise stated in your Subscription) thereafter, this Agreement shall be automatically renewed for successive rolling periods of one month (each a Renewal Term), unless: (a) either party notifies the other party of termination, in writing, at least 30 days before the end of the Initial Term or 30 days before the end of any Renewal Term, in which case this Agreement shall terminate upon the expiry of the applicable Initial or Renewal Term; or (b) otherwise terminated in accordance with the provisions of this Agreement.
14.2The Initial Term together with any subsequent Renewal Terms shall constitute “the Term”.
14.3Without affecting any other rights that it may be entitled to, either party may terminate this Agreement without liability to the other if: (a) the other party commits a material breach of any of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or (b) the other party has a receiver or administrative receiver appointed over it or over any part of its business or assets or passes a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enters into any voluntary arrangement with its creditors, or it ceases or threatens to cease or carry on business.
14.4Without affecting any other rights that it may be entitled to, Injoit may terminate the Agreement for breach if payment of any invoiced amount (except to the extent such invoice is disputed in good faith) or Fee payable is overdue and following notification to You, You do not pay the overdue amount within seven Business Days of a written notice from Injoit.
14.5On termination of this Agreement for any reason: (a) all licenses and access to the Software granted under this Agreement shall immediately terminate and you shall immediately delete any copies and cease using them; and (b) Injoit may destroy or otherwise dispose of any of Your Data in its possession unless Injoit receives, no later than 10 business days after the effective date of the termination of this Agreement, a written request for the delivery to You of the then most recent back-up of Your Data. This will be delivered to You within 30 days of its receipt of such a written request, provided that You have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). You shall pay all reasonable expenses incurred by Injoit in returning or disposing of your Data; and (c) the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination, shall not be affected or prejudiced.
14.6If this Agreement is terminated prior to the end of the Initial Term or any Renewal Term, other than for material breach by Injoit under clause 14.3, all fees payable up to the end of the Initial Term or any Renewal Term and all other fees due and payable to Injoit under this Agreement shall be immediately due and payable to Injoit.
You allow Injoit to publish You as a customer of Injoit for marketing purposes and to use Your then current trade mark logo and name on the Injoit web site. Injoit may from time to time collaborate with You to produce and publish customer comments, endorsements, case studies and other instances of advocacy, for the purposes of marketing, which You have the right to amend and / or approve before publication. Injoit will make reasonable efforts to inform You when and where the publications occur. Whilst Injoit will use its best endeavours to ensure best practice, Injoit cannot be held liable for any inaccuracies or errors in either Injoit marketing materials or third-party marketing materials.
16. Force Majeure
Injoit shall have no liability to You under this Agreement if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of Injoit or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of Injoit’s or sub-contractors for so long as said cause persists, provided that You are notified of such an event and its expected duration.
17.1No variation or modification of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorized representatives).
17.2No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.3Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
17.4If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
17.5This Agreement, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover. Each of the parties acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this Agreement or not) relating to the subject matter of this Agreement, other than as expressly set out in this Agreement.
17.6You shall not, without the prior written consent of Injoit, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. Injoit may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.
17.7Nothing in this Agreement is intended to or shall operate to create a partnership, joint venture, agency, franchise or employment relationship between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
17.8This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns).
17.9Each of the provisions of clauses 6.4 through 6.8, 8.2, and 10 through 20 shall survive any termination or expiration of this Agreement in accordance with their terms.
17.10This Agreement may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Agreement.
Any notice required to be given under this Agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this Agreement, or such other address as may have been notified by that party for such purposes as set out in this Agreement. A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent by e-mail shall be deemed to have been received at 9am on the first day following delivery. Where Injoit is required under this Agreement to give You any notice in writing, Injoit may give this notice by letter or by email.
19. Governing Law and Jurisdiction
19.1This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the law of England.
19.2The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).
Schedule 1 – Data Processing Obligation
Data Protection Legislation: means the data privacy laws applicable to the processing services provided by the Parties to each other, including, where applicable, the Directive 95/46/EC, as amended or replaced by any subsequent regulation, directive or other legal instrument of the European Union including by the GDPR or similar law, the Privacy and Electronic Communications Regulations 2003 or the e-Privacy Regulation 2017, or the applicable data privacy laws of any other relevant jurisdiction, including the Data Protection Act 2018, and all applicable formal or informal guidance, rules, requirements, directions, guidelines, recommendations, advice, codes of practice, policies, measures or publications of the Information Commissioner’s Office, other relevant regulator, and/or relevant industry body in each case in any relevant jurisdiction;
The personal data may be transferred or stored outside the EEA or the country where You and the Users are located in order to carry out the Services and Injoit’s other obligations under this agreement.
You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Injoit for the duration and purposes of this agreement so that Injoit may lawfully use, process and transfer the personal data in accordance with this agreement on Your behalf.
Injoit shall, in relation to any personal data processed in connection with the performance by Injoit of its obligations under this agreement: (a) process that personal data only on Your documented written instructions unless Injoit is required by the laws of any member of the European Union or by the laws of the European Union applicable to Injoit and/or Domestic UK Law (where Domestic UK Law means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (Applicable Laws). Where Injoit is relying on Applicable Laws as the basis for processing personal data, Injoit shall promptly notify You of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Injoit from so notifying You; (b) not transfer any personal data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled: (i) You or Injoit has provided appropriate safeguards in relation to the transfer; (ii) the data subject has enforceable rights and effective legal remedies; (iii) Injoit complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and (iv) Injoit complies with reasonable instructions notified to it in advance by You with respect to the processing of the personal data; (c) assist You, at Your cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; (d) notify You without undue delay on becoming aware of a personal data breach; (e) at Your written direction, delete or return personal data and copies thereof to You on termination of the agreement unless required by Applicable Law to store the personal data; and (f) maintain complete and accurate records and information to demonstrate its compliance with this Schedule 1 and immediately inform You if, in the opinion of Injoit, an instruction infringes the Data Protection Legislation.
Each party shall ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the other party, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it).
You consent to Injoit appointing third party’s as a third-party processor of personal data under this agreement. Injoit confirms that it has entered or (as the case may be) will enter with the third-party processor into a written agreement incorporating terms which are substantially similar to those set out in this Schedule 1 and in either case which Injoit confirms reflect and will continue to reflect the requirements of the Data Protection Legislation.
Either party may, at any time on not less than 30 days’ notice, revise this Schedule 1 by replacing it with any applicable controller to processor standard clauses or similar terms forming part of an applicable certification scheme (which shall apply when replaced by attachment to this agreement).
Schedule 2 – Fair Usage Policy
Fair Usage Policy (the “Policy”) is an agreement between the Injoit and you describing the prohibited uses of the Injoit Services. User is any person using the Injoit Services. Session Limit means the number of open sessions per user. Rate Limit means the API calls per second.
For the purpose of this Policy, the sessions and rate limits for the users on Shared Instance are regulated and monitored by Injoit.
If you intentionally exceed the limits and/or violate the rights of other Injoit users on Shared Instance, your requests will not be processed and we can immediately suspend or terminate your account.
If you violate or help any third party to violate this Policy, we can immediately suspend or terminate your account.
You agree that you will not, nor will you permit any third party to use the Injoit Services for file storage, load and automated testing, data mining, performance measurement, and other unsolicited activities. The list of examples is not exhaustive.
You also agree to respond to the emails from Injoit, Injoit reserves the right to terminate or suspend your account at its sole discretion.
Being BASIC, STARTUP, or GROWTH user, you agree not to interfere with or cause any problems to other users on Shared Instance. This means that these limits are equal for any account on Shared Instance no matter if it’s free or paid.
Injoit has the right to modify this Policy at any time with prior notification via electronic communication or by email to you, at its sole discretion. The list of limits is not exhaustive.
If we notice any suspicious, illegal or unauthorized activity, we reserve the right to terminate or suspend your account. If you notice or suspect that some user is violating this Policy or misusing the Services, you will immediately notify us of it. To report the violation or misuse, please contact our support at email@example.com.