Terms of Service 1. INFORMATION ABOUT US

Transcription

1 Terms of Service 1. INFORMATION ABOUT US We are Nonyelu Ltd trading as Viewsy, a company registered in England and Wales under company number and with our registered office at Rainmaking Loft, 1 St Katharine s Way, London, E1W 1UN, United Kingdom. We operate the website at These Terms apply to any purchases of Products or Services from Viewsy. By placing an Order or by clicking to accept these terms on our Website you agree to these Terms (the Agreement ). If you do not agree to them you should not place any Orders. We reserve the right, from time to time, with or without notice to you, to change these Terms and Conditions at our sole discretion. The Terms and Conditions applicable to your access to and use of this Website and your use and/or purchase of Viewsy s Products and Services will be the version that is current and displayed on this Website as at each date you access this Website or use and/or purchase Viewsy s Products and Services (as applicable). Your use of this Website or your use and/or purchase of Viewsy s Products and Services after changes are made means that you agree to be bound by such changes. 2. USE OF THE SERVICE Subject to your compliance with the terms and conditions contained in the Terms of Service, we hereby grant to you a non-exclusive, non-transferable right to use the Service solely for your internal business operations. You shall not, and shall not permit the Authorised Users, to access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that: are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; facilitate illegal activity; depict sexually explicit images; promote unlawful violence; are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or cause damage or injury to any person or property. You shall not, and shall not permit the Authorised Users to: Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties: and except to the extent expressly permitted under the Terms of Service, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or access all or any part of the Services in order to build a product or service which competes

2 with the Services; or use the Services to provide services to third parties, except where explicitly indicated on the Site; or license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except you or the Authorised Users, or attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this Clause 2. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us. We reserve the right, without liability to you, to disable, suspend or terminate your access to the Services, the Site, your account or any material if you breach any provision of the Terms of Service. 3. OUR SERVICES Subject to your compliance with the Terms of Service, we will provide the following services to you: Provision of information relating to the behaviour and demographics of visitors to a store. When Viewsy either receives data from its sensors or camera, from 3rd parties or from your organisation s databases or records, we record that data and perform analysis on it to create value Access to this data via an online dashboard Any new feature adding to or augmenting the service. You may access our Services in accordance with these terms and conditions for your business use. You may not re-sell or otherwise make our Services available to any third party for money or money's worth. You agree that you shall not do anything that is likely to adversely interfere with the provision of our Services. We have the right to suspend all or any part of our Services and to terminate this agreement immediately in the event of any breach by you of any of the provisions of these terms and conditions, including without limitation if in our reasonable opinion you are involved in any fraudulent, dishonest or unauthorised use of any of our Services. We will use our reasonable endeavors to publish on the Site or notify you about any planned downtime of the Services, and will use reasonable endeavors to contact you directly via to warn you prior to suspension or termination of your account on the Site. Viewsy subcontracts 3rd parties to provide services such as installations. Upon the scheduling of such a service, should a cancellation take place within a short notice period of under 48 hours you will be charged a late cancellation fee. 4. SUPPORT SERVICES PROVIDED BY VIEWSY 4.1 Viewsy will provide the following as part of the Support Service: (a) a telephone helpline service (b) an on-site support service as appropriate

3 All of these services include only those services described in detail in this clause 4 and are subject to the exclusions in clause The Support Services will only be provided during the hours of 9am to 7pm GMT, Monday to Friday. Viewsy does not have to provide any Support Services outside Support Hours unless it agrees otherwise. Support Services supplied outside Support Hours may be charged for on a time and materials basis. 4.3 The Error correction service shall be provided as follows: (a) an "Error" for these purposes is any material defect in the Software or Hardware which has an adverse effect on its use or operation. Problems arising from the causes listed in clause 5.1 will not be treated as Errors for the purpose of this agreement; (b) if an apparent Error in the Software or Hardware occurs, Customer must notify Viewsy as soon as it is reasonably possible to do so. (c) Viewsy will then use its reasonable efforts to correct the Error; (d) once Viewsy has corrected the Error, it will notify Customer. (e) Viewsy may use any reasonable means to correct Errors. It does not have to attend on site unless it wishes to, unless attendance on site is the only reasonable means of correcting the Error. 5. SUPPORT SERVICES NOT PROVIDED BY VIEWSY 5.1 Viewsy does not have to provide Support Services (either telephone advice or Error correction) in relation to queries or Errors arising because of any of the following: (a) misuse of the Software (which includes any use of the Software that is not in accordance with the relevant Software Licence); (b) use of the Software with an operating system or on equipment for which it was not intended or designed; (c) defects in any hardware, equipment or firmware caused by manual intervention or recklessness (d) defects to any hardware, equipment or firmware due to issues with power on the customer site (e) the use of the Software with or on any equipment or operating system not approved by Viewsy; (f) the use of the Software with or in relation to any other Software not approved by Viewsy; (g) use of the Software by anyone who has not been properly trained. Anyone who has been trained by Viewsy will be treated for these purposes as having been properly trained; If Viewsy provides Support Services in relation to an Error and it is found that the Error arose because of any of the above causes, Viewsy may charge for all such Support Services on a time and materials basis. 5.2 Customer must comply with any reasonable instructions which Viewsy gives Customer relating to the use of the Software or the Hardware. Customer must allow Viewsy access to any premises controlled by Customer in order to allow Viewsy to check that the Software and Hardware is being used properly. 6. USE OF DATA Viewsy will not share any of your raw data or sensitive information with anyone outside your firm. Viewsy may use this data in an anonymised fashion, without any connection to your name, identity or brand, to develop further features and improve its product. Data is calculated and stored on secure third party servers, as described the Privacy section of this document.

4 7. PRIVACY Viewsy respects and protects the privacy of all visitors to its website, subscribers to its service, and individuals whose devices are recognised by Viewsy sensors. Viewsy uses all data that it receives solely for the purposes described in these Terms of Service. Viewsy respects and protects the privacy of all subscribers to its service and all individuals whose devices are recognised by Viewsy sensors. Viewsy sensors collect anonymous information from mobile phones to calculate foot-traffic statistics for our subscribers. Viewsy collects information entirely from passive wireless signals sent out by mobile devices that are turned on. The data collected by our sensors includes unique codes that identify mobile devices and information which is used to estimate the device s location in relation to the sensor. Based on this data, Viewsy calculates statistics regarding locations where the sensors are installed. These anonymous statistics are presented in aggregate form. Subscribers may use the statistics only for the purposes for which the data was collected, as described in our terms of service. Subscribers each have access only to their own business statistics, and does not have access to the statistics of other businesses. Once collected, our data is transferred securely to 3rd-party data storage providers. The information uniquely identifying the mobile device is securely encrypted upon storage on our servers. Encrypted data can not be reverse engineered to reveal a device s identifying information. Viewsy and its subscribers or third party providers have no access whatsoever to personally identifiable information such as a phone number, name, sex, or age. Viewsy uses only qualified, respected 3rd-party providers (such as Amazon Web Services) for data exchange, aggregation, and storage. Viewsy complies with Amazon Web Services Terms of Service, available here: Information on Amazon Web Services data security is available here: Data is not stored permanently on the sensor(s). Viewsy subscribers do not have access to raw data received directly by the sensors. Data received directly from sensors and statistics are stored separately for each subscriber. The data is not shared with any party outside Viewsy or Viewsy s subscribers. Viewsy reserves the right to use all subscribers data whilst respecting privacy for the purpose of development of further features. Any questions, comments and/or complaints arising from the privacy policy as described in this article shall be addressed at hello@viewsy.com. 8. SERVICE LEVEL Viewsy will store your information securely using 256bit encryption on critical customer data such as passwords and unique device IDs. Viewsy will not share any of your company's information with other users of the Viewsy system. Viewsy will maintain the confidentiality of your customer data.

5 Viewsy will have read-only access to sensitive financial data. Security and privacy are verified by reputable and trusted companies. Physical and electronic security measures will be taken at multiple, redundant, anonymous server locations. 9. NO WARRANTY Our services are provided to you "as is" and with all faults. We do not and cannot warrant the performance or results you may obtain by using the services. Except to the extent any condition, warranty, condition, representation or term cannot or may not be excluded or limited by law, all conditions, warranties, representations or other terms which might have effect between us or be implied or incorporated into this agreement or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose and the use of reasonable skill and care. Without limiting the generality of the foregoing, Viewsy, its subsidiaries and affiliates, and its licensors do not represent or warrant to you that: (i) your use of the Viewsy services will meet your requirements, (ii) your use of the viewsy services will be uninterrupted, timely, secure or free from error, and (iii) usage data provided through the Viewsy services will be accurate. The provisions of this section 9 and section 10 shall survive the termination of this agreement for any reason. 10. OBLIGATIONS No warranty or obligation of Viewsy shall extend to rectification or reprogramming if required as the result of the occurrence of any event of Force Majeure, or arising from any improper use of information, or the failure by the Customer to comply with its obligations pursuant to the Contract or misuse of any part of the System. 11. OUR LIABILITY In no event will we be liable to you for any damages, claims or costs whatsoever including but not limited to any consequential, indirect, incidental damages, or any lost income, revenue, profits, business or lost savings, even if we have been advised of the possibility of such loss, damages, or claims. Nothing in this agreement excludes or limits our liability for: death or personal injury caused by our negligence; fraud or fraudulent misrepresentation; any breach of the obligations implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; any other matter for which it would be illegal for us to exclude or attempt to exclude our liability. 12. INDEMNITY You shall indemnify us against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other reasonable professional costs and expenses) suffered or incurred

6 by us arising out of or in connection with: your use of and access to the Services; your breach of any of these terms and conditions; and any claim made against us by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or f ailure or delay in performance of this agreement by you. 13. TERM AND TERMINATION Term of Agreement. This Agreement commences on the date you accept it and continues until all User subscriptions granted in accordance with the Agreement have expired or been terminated. You will use the Services for on a monthly rolling basis with a minimum annual contract unless otherwise agreed and the Services will continue until you inform us in writing to support@viewsy.com that you wish to cancel your subscription, this Agreement will terminate at the end of the subsequent month Price reviews Unless agreed otherwise, the monthly price will be reviewed on an annual basis by at least the prevailing rate of RPI. Any price increase shall not exceed 7% of the pricing for the relevant Services from the previous year. Except as otherwise specified in the applicable Order, all User subscriptions shall automatically renew unless either party gives the other notice in writing to support@viewsy.com of non-renewal at least 30 days before the end of the year Termination. You agree that Viewsy, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Viewsy Services may be without prior notice, and you agree that Viewsy will not be liable to you or any third party for such termination. A party may terminate this Agreement for cause upon 30 days written notice to the other party of a material breach if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors Return of Your Data. Upon request by you made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to you for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, we shall have no obligation to maintain or provide any of Your Data and reserve the right to thereafter, unless legally prohibited, delete all of Your Data in our systems or otherwise in our possession or under our control Procedure To terminate a subscription, you must support@viewsy.com. Upon termination you must also return all equipment that belongs to us as soon as reasonably

7 practicable. You will be responsible for the cost of de-installing and returning all equipment to Viewsy offices Surviving Provisions. Sections 1, 3, 4, 5, 6. 7, 8, 9, 14, 15, 17, 18, 21, 22, 23, 24, and 25 shall survive any termination or expiration of this Agreement. 14. REFUND AND PAYMENT UPON TERMINATION Upon any termination for cause by you, Viewsy shall not refund you any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Viewsy, you shall pay any unpaid fees covering the remainder of the term of all Order after the effective date of termination. In no event shall any termination relieve you of the obligation to pay any fees payable to Viewsy for the period prior to the effective date of termination. 15. RETURNING OF EQUIPMENT Please check the equipment on delivery and ensure that they are supplied correctly. If any of the equipment prove to be unsuitable, or need replacing during the subscription, please notify us at and return them to us at the registered office named above, so we can replace them as soon as reasonably practicable. You will be responsible for the cost of de-installing and returning all equipment to us. You have a legal obligation to take reasonable care of the equipment while they are in your possession. If you fail to comply with this obligation, we may have a right of action against you for compensation. The equipment remains Viewsy s property whilst in your possession. 16. MODIFICATION OF VIEWSY PRODUCTS AND SERVICES Viewsy is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Viewsy Products and Services which Viewsy provides may change from time to time without prior notice to you. Changes to the form and nature of the Viewsy Products and Services will be effective with respect to all versions of the Viewsy Products and Services; examples of changes to the form and nature of the Viewsy Products and Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements. 17. INTELLECTUAL PROPERTY You acknowledge that: all intellectual property rights in or arising out of or in connection with the Services and any modifications and/or enhancements to the Services belong and shall belong to Viewsy, and you shall have no rights in or to the Services other than the right to use the Services in accordance with these terms and conditions, and we are the owner or the licensee of all intellectual property rights in our Site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved. 18. WRITTEN COMMUNICATIONS

8 Applicable laws require that some of the information or communications we send to you should be in writing. When using our Services, you accept that communication with us will be mainly electronic. We will contact you by or text or provide you with information by posting notices on our Site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights. 19. NOTICES All notices given by you to us must be given to Nonyelu Ltd trading as Viewsy of Rainmaking Loft, 1 St Katharine s Way, London, E1W 1UN, United Kingdom We may give notice to you at either the or mobile phone number you provide to us when registering to use our Services, or in any of the ways specified within these terms. Notice will be deemed received and properly served immediately when posted on our website, 24 hours after an or SMS is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post, in the case of an , that such was sent to the specified address of the addressee and, in the case of an text message, that such text message was sent to your specified mobile phone number. 20. TRANSFER OF RIGHTS AND OBLIGATIONS This Agreement between you and us is binding on you and us and on our respective successors and assignees. 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. We may transfer, assign, charge, sub-contract or otherwise dispose of this agreement, or any of our rights or obligations arising under it, at any time during the term of the agreement. 21. EVENTS OUTSIDE OUR CONTROL We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this agreement that is caused by events outside our reasonable control (a "Force Majeure Event"). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following: strikes, lock-outs or other industrial action; civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war; fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster; impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport;

9 failure or impossibility of the use of public or private telecommunications networks; the acts, decrees, legislation, regulations or restrictions of any government; and pandemic or epidemic. Our performance under this agreement is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. 22. WAIVER If we fail, at any time during the term of this agreement, to insist upon strict performance of any of your obligations under these terms and conditions, or if we fail to exercise any of the rights or remedies to which we are entitled under these terms and conditions, this will not constitute a waiver of such rights or remedies and will not relieve you from compliance with such obligations. A waiver by us of any default will not constitute a waiver of any subsequent default. No waiver by us of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to you in writing. 23. SEVERABILITY If any court or competent authority decides that any of the provisions of these terms and conditions are invalid, unlawful or unenforceable to any extent, the term will, to that extent only, be severed from the remaining terms, which will continue to be valid to the fullest extent permitted by law. 24. ENTIRE AGREEMENT These terms and conditions and any document expressly referred to in them constitute the whole agreement between us and supersede all previous discussions, correspondence, negotiations, previous arrangement, understanding or agreement between us relating to the subject matter of these terms and conditions. We each acknowledge that, in entering into this agreement, neither of us relies on, or will have any remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in these terms and conditions or the documents referred to in them. Each of us agrees that our only liability in respect of those representations and warranties that are set out in this agreement (whether made innocently or negligently) will be for breach of contract. Nothing in this clause limits or excludes any liability for fraud. 25. OUR RIGHT TO VARY THESE TERMS AND CONDITIONS We have the right to revise and amend these terms and conditions from time to time by amending the terms and conditions on our Site. You are expected to check the terms and conditions on our Site from time to time to take notice of any changes we made.

10 26. LAW AND JURISDICTION Any dispute or claim arising out of or in connection with these terms and conditions and/or the Services (including non-contractual disputes or claims) will be governed by English law. Any dispute or claim arising out of or in connection with these terms and conditions and/or the Services (including non-contractual disputes or claims) will be subject to the non-exclusive jurisdiction of the courts of England and Wales. The UN Convention on Contracts for the International Sale of Goods (1980) is explicitly excluded. 27. THIRD PARTY RIGHTS A person who is not party to these terms and conditions or a Contract shall not have any rights under or in connection with them under the Contracts (Rights of Third Parties) Act 1999.