Hunchapp SaaS agreement

Date

[11 October 2016]

Parties

1. Redbeard Services Ltd, a company incorporated in [England and Wales] (registration number 10104884) having its registered office at 23 Marion Road, Smethwick, UK (the "Provider"); and

2. You, an Individual or Organisation (the "Customer").

Agreement

1. Definitions

   1. Except to the extent expressly provided otherwise, in this Agreement:

      "Account" means an account enabling a person to access and use the Hosted Services[, including both administrator accounts and user accounts];

      "Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;

      "Business Day" means any weekday other than a bank or public holiday in [England];

      "Business Hours" " means the hours of [09:00 to 17:00 GMT/BST] on a Business Day;

      "Charges" means the following amounts:

      (a) [the amounts specified in the pricing section of the website and dependant upon the account type selected.

      "Customer Confidential Information" means:

      (a) any information disclosed by [or on behalf of ]the Customer to the Provider [during the Term]

      (b) [the Customer Data];

      "Customer Data" " means [all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to the Provider for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer];

      "Documentation" means [the documentation for the Hosted Services produced by the Provider and delivered or made available by the Provider to the Customer];

      "Effective Date" means [the date of execution of this Agreement];

      "Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including [failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars]);

      "Hosted Services" means Hunchapp, as specified [in the Hosted Services Specification],] which will be made available by the Provider to the Customer as a service via the internet in accordance with this Agreement;

      "Hosted Services Defect" means a defect, error or bug in the Platform having an adverse effect on the appearance, operation, functionality or performance of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:

      (a) [any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services];

      (b) [any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer];

      (c) [a failure of the Customer to perform or observe any of its obligations in this Agreement]; and/or

      (d) [an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification];]

      Intellectual Property Rights means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);

      Maintenance Services means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;

      Mobile App means the Hunchapp mobile application that is made available by the Provider through the Google Play Store and the Apple App Store;

      Personal Data has the meaning given to it in the Data Protection Act 1998;

      Platform means the platform managed by the Provider and used by the Provider to provide the Hosted Services[, including [the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed]];

      Schedule means any schedule attached to the main body of this Agreement;

      Services means any services that the Provider provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;

      Supported Web Browser means [the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari]

      Term means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;

      Update means [a hotfix, patch or minor version update to any Platform software]; and

      Upgrade means [a major version upgrade of any Platform software].

2. Credit

   1. This document was created using a template from SEQ Legal (http://www.seqlegal.com).

3. Term

   1. This Agreement shall come into force upon the Effective Date.

   2. This Agreement shall continue in force indefinitely subject to termination in accordance with Clause 18.

4. Hosted Services

   1. [The Provider shall ensure that the Platform will[, on the Effective Date,] automatically generate an Account for the Customer and provide to the Customer login details for that Account.]

   2. The Provider hereby grants to the Customer a [worldwide, non-exclusive] licence to use the Hosted Services[ by means of [a Supported Web Browser]] during the Term.

   3. The licence granted by the Provider to the Customer under Clause 4.2 is subject to the following limitations:

      1. (a) [the Hosted Services may only be used by [the officers, employees, agents and subcontractors of the Customer]];
      2. (b) [the Hosted Services may only be used by the named users identified in the customers account, providing that the Customer may change, add or remove a designated named user in accordance with [the procedure set out therein]]; and
      3. (c) [the Hosted Services must not be used at any point in time by more than the number of concurrent users specified in [Schedule 1 (Hosted Services particulars)][additional list items]

   4. Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by the Provider to the Customer under Clause 4.2 is subject to the following prohibitions:

      1. (a) [the Customer must not sub-license its right to access and use the Hosted Services];
      2. (b) [the Customer must not permit any unauthorised person to access or use the Hosted Services];
      3. (c) [the Customer must not use the Hosted Services to provide services to third parties];
      4. (d) [the Customer must not republish or redistribute any content or material from the Hosted Services]; and
      5. (e) [the Customer must not make any alteration to the Platform[, except as permitted by the Documentation]].

   5. The Customer shall use reasonable endeavours, including reasonable security measures relating to[ administrator] Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an[ administrator] Account.

   6. The Provider shall use[ all] reasonable endeavours to maintain the availability of the Hosted Services to the Customer [at the gateway between the public internet and the network of the hosting services provider for the Hosted Services], but does not guarantee 100% availability.

   7. For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:

      1. (a) a Force Majeure Event;
      2. (b) a fault or failure of the internet or any public telecommunications network;
      3. (c) a fault or failure of the Customer's computer systems or networks;
      4. (d) any breach by the Customer of this Agreement; or
      5. (e) scheduled maintenance carried out in accordance with this Agreement.

   8. The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an[ administrator] Account comply with Schedule 2 (Acceptable Use Policy).

   9. The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.

   10. The Customer must not use the Hosted Services:

       1. (a) in any way that is unlawful, illegal, fraudulent or harmful; or
       2. (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

   11. For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.

   12. The Provider may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 7 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.

5. Maintenance Services

   1. The Provider shall provide the Maintenance Services to the Customer [during the Term].

   2. The Provider shall where practicable give to the Customer [at least 1 Business Days'] prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to the Provider's other notice obligations under this main body of this Agreement.

   3. The Provider shall give to the Customer [at least 1 Business Days'] prior written notice of the application of an Upgrade to the Platform.

   4. The Provider shall give to the Customer written notice of the application of any security Update to the Platform and [at least 1 Business Days'] prior written notice of the application of any non-security Update to the Platform.

   5. The Provider shall provide the Maintenance Services with reasonable skill and care.

   6. The Provider may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 7 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.

6. Support Services

   1. The Provider shall provide the Support Services to the Customer [during the Term].

   2. The Provider shall make available to the Customer a helpdesk email in accordance with the provisions of this main body of this Agreement.

   3. The Provider shall provide the Support Services with reasonable skill and care.

   4. The Customer may use the helpdesk [for the purposes of requesting and, where applicable, receiving the Support Services]; and the Customer must not use the helpdesk for any other purpose.

   5. The Provider is not obligated to respond to requests for Support Services made by the Customer through the helpdesk.

   6. The Provider may suspend the provision of the Support Services if any amount due to be paid by the Customer to the Provider under this Agreement is overdue, and the Provider has given to the Customer at least 7 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.

7. Customer Data

   1. The Customer hereby grants to the Provider a non-exclusive licence to [copy, reproduce, store, distribute, publish, export, adapt, edit and translate] the Customer Data to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement[, together with the right to sub-license these rights [to its hosting, connectivity and telecommunications service providers] to the extent reasonably required for the performance of the Provider's obligations and the exercise of the Provider's rights under this Agreement].

   2. The Customer warrants to the Provider that the Customer Data when used by the Provider in accordance with this Agreement will not infringe the Intellectual Property Rights[ or other legal rights] of any person[, and will not breach [the provisions of any law, statute or regulation],] in [any jurisdiction and under any applicable law].

   3. The Provider shall create a back-up copy of [the Customer Data] at least [daily], shall ensure that each such copy is sufficient to [enable the Provider to restore the Hosted Services to the state they were in at the time the back-up was taken], and shall [retain and securely store each such copy for a minimum period of 3 days].

   4. [Within the period of 3 Business Days’ following receipt of a written request from the Customer], the Provider shall [use all reasonable endeavours to, but is not obligated to do so] restore to the Platform the Customer Data stored [in any back-up copy created and stored by the Provider in accordance with Clause 7.3]. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.

8. Mobile App

   1. The parties acknowledge and agree that the use of the Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly this Agreement shall not govern any such use, rights, obligations or liabilities.

9. No assignment of Intellectual Property Rights

   1. Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from the Provider to the Customer, or from the Customer to the Provider.

10. Charges

    1. The Customer shall pay the Charges to the Provider in accordance with this Agreement.

    2. If the Charges are based in whole or part upon the time spent by the Provider performing the Services, the Provider must obtain the Customer's written consent before performing Services that result in any estimate of time-based Charges given to the Customer being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless the Customer agrees otherwise in writing, the Customer shall not be liable to pay to the Provider any Charges in respect of Services performed in breach of this Clause 10.2.

    3. All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated inclusive of any applicable value added taxes.

    4. The Provider may elect to vary [any element of the Charges] by giving to the Customer not less than [30 days'] written notice of the variation[ expiring [on any anniversary of the date of execution of this Agreement]][, providing that no such variation shall result in an aggregate percentage increase in the relevant element of the Charges during the Term that exceeds[[ 2]% over] the percentage increase, during the same period, in [the Retail Prices Index (all items) published by the UK Office for National Statistics]].

11. Payments

    1. The Provider shall issue invoices for the Charges to the Customer in advance of the period to which they relate

    2. The Customer must pay the Charges to the Provider within the period of [3 days] following [the issue of an invoice in accordance with this Clause 11].

    3. The Customer must pay the Charges by [debit card, credit card, direct debit, bank transfer] (using such payment details as are notified by the Provider to the Customer from time to time).

    4. If the Customer does not pay any amount properly due to the Provider under this Agreement, the Provider may:

       1. (a) Terminate this agreement with immediate effect.
12. Provider's confidentiality obligations

    1. The Provider must:

       1. (a) keep the Customer Confidential Information strictly confidential;
       2. (b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent[, and then only under conditions of confidentiality [approved in writing or via the Hunchapp platform by the Customer]
       3. (c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as the Provider uses to protect the Provider's own confidential information of a similar nature, being at least a reasonable degree of care;
       4. (d) [act in good faith at all times in relation to the Customer Confidential Information]; and
       5. (e) [not use any of the Customer Confidential Information for any purpose other than the Permitted Purpose].

    2. Notwithstanding Clause 12.1, the Provider may disclose the Customer Confidential Information to the Provider's [officers, employees, professional advisers, insurers, agents and subcontractors] [who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and ]who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.

    3. This Clause 12 imposes no obligations upon the Provider with respect to Customer Confidential Information that:

       1. (a) is known to the Provider before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
       2. (b) is or becomes publicly known through no act or default of the Provider; or
       3. (c) [is obtained by the Provider from a third party in circumstances where the Provider has no reason to believe that there has been a breach of an obligation of confidentiality].

    4. The restrictions in this Clause 12 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of the Provider on any recognised stock exchange.

    5. The provisions of this Clause 12 shall continue in force indefinitely following the termination of this Agreement.

13. Data protection

    1. The Customer warrants to the Provider that it has the legal right to disclose all Personal Data that it does in fact disclose to the Provider under or in connection with this Agreement[, and that the processing of that Personal Data by the Provider for the Permitted Purpose in accordance with this Agreement will not breach any applicable data protection or data privacy laws (including the Data Protection Act 1998)].

    2. To the extent that the Provider processes Personal Data disclosed by the Customer, the Provider warrants that:

       1. (a) it will act only on instructions from the Customer in relation to the processing of that Personal Data;
       2. (b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data; and
       3. (c) [it will not transfer or permit the transfer of that Personal Data outside the EEA without the prior written consent of the Customer].
14. Warranties

    1. The Provider warrants to the Customer that:

       1. (a) [the Provider has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement];
       2. (b) [the Provider will comply with all applicable legal and regulatory requirements applying to the exercise of the Provider's rights and the fulfilment of the Provider's obligations under this Agreement]; and
       3. (c) [the Provider has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement].

    2. The Provider warrants to the Customer that:

       1. (a) [the Platform and Hosted Services will conform in all[ material] respects with the Hosted Services Specification];
       2. (b) [the Hosted Services will be free from Hosted Services Defects];
       3. (c) [the application of Updates and Upgrades to the Platform by the Provider will not introduce any Hosted Services Defects into the Hosted Services];
       4. (d) [the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs]; and
       5. (e) [the Platform will incorporate security features reflecting the requirements of good industry practice].

    3. The Provider warrants to the Customer that the Hosted Services[, when used by the Customer in accordance with this Agreement,] will not breach [any laws, statutes or regulations applicable under English law].

    4. The Provider warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person [in any jurisdiction and under any applicable law].

    5. If the Provider reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, the Provider may at its own cost and expense:

       1. (a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
       2. (b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement.

    6. The Customer warrants to the Provider that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.

    7. All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.

15. Acknowledgements and warranty limitations

    1. The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.

    2. The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, the Provider gives no warranty or representation that the Hosted Services will be entirely secure.

    3. The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems [specified as compatible in the Hosted Services Specification]; and the Provider does not warrant or represent that the Hosted Services will be compatible with any other software or systems.

    4. The Customer acknowledges that the Provider will not provide any [legal, financial, accountancy or taxation advice] under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, the Provider does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.

16. Limitations and exclusions of liability

    1. Nothing in this Agreement will:

       1. (a) limit or exclude any liability for death or personal injury resulting from negligence;
       2. (b) limit or exclude any liability for fraud or fraudulent misrepresentation;
       3. (c) limit any liabilities in any way that is not permitted under applicable law; or
       4. (d) exclude any liabilities that may not be excluded under applicable law.

    2. The limitations and exclusions of liability set out in this Clause 16 and elsewhere in this Agreement:

       1. (a) are subject to Clause 16.1; and
       2. (b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.

    3. Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.

    4. Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.

    5. Neither party shall be liable to the other party in respect of any loss of revenue or income.

    6. Neither party shall be liable to the other party in respect of any loss of use or production.

    7. Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.

    8. Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software[; providing that this Clause 16.8 shall not protect the Provider unless the Provider has fully complied with its obligations under Clause 7.3 and Clause 7.4].

    9. Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.

    10. The liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed the greater of:

        1. (a) [£5000]; and
        2. (b) [the total amount paid and payable by the Customer to the Provider under this Agreement in the 12 month period preceding the commencement of the event or events].

    11. The aggregate liability of each party to the other party under this Agreement shall not exceed the greater of:

        1. (a) [£6000]; and
        2. (b) [the total amount paid and payable by the Customer to the Provider under this Agreement].
17. Force Majeure Event

    1. If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement[ (other than any obligation to make a payment)], that obligation will be suspended for the duration of the Force Majeure Event.

    2. A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:

       1. (a) promptly notify the other; and
       2. (b) inform the other of the period for which it is estimated that such failure or delay will continue.

    3. A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.

18. Termination

    1. Either party may terminate this Agreement by giving to the other party [at least 7 days'] written notice of termination.

    2. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.

    3. Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:

       1. (a) the other party:
          1. (i) is dissolved;
          2. (i) is dissolved;
          3. (ii) ceases to conduct all (or substantially all) of its business;
          4. (iii) is or becomes unable to pay its debts as they fall due;
          5. (iv) is or becomes insolvent or is declared insolvent; or
          6. (v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
       2. (b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
       3. (c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement)]; or
       4. (d) [if that other party is an individual:
          1. (i) that other party dies;
          2. (i) is dissolved;
          3. (ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
          4. (iii) that other party is the subject of a bankruptcy petition or order.]
19. Effects of termination

    1. Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): [Clauses 1, 4.11, 8, 11.2, 11.4, 12, 16, 19, 22 and 23].

    2. Except to the extent that this Agreement expressly provides otherwise, the termination of this Agreement shall not affect the accrued rights of either party.

    3. Within [30 days] following the termination of this Agreement for any reason:

       1. (a) the Customer must pay to the Provider any Charges in respect of Services provided to the Customer before the termination of this Agreement; and
       2. (b) the Provider must refund to the Customer any Charges paid by the Customer to the Provider in respect of Services that were to be provided to the Customer after the termination of this Agreement,
       3. without prejudice to the parties' other legal rights.
20. Notices

    1. Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 20.2 and Part 3 of Schedule 1 (Hosted Services particulars)):

       1. (a) [[delivered personally or sent by courier], in which case the notice shall be deemed to be received [upon delivery]]; or
       2. (b) [sent by [recorded signed-for post], in which case the notice shall be deemed to be received [2 Business Days following posting]],
       3. (c) sent by email to the helpdesk account emails listed in the contacts section of the website.
       4. providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.

    2. The Provider's contact details for notices under this Clause 20 are as follows: [www.hunchapp.io/contact].

    3. The addressee and contact details set out in Clause 20.2 and Part 3 of Schedule 1 (Hosted Services particulars) may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 20.

21. General

    1. No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.

    2. The customer consents to receive periodic marketing emails from the provider related to any of the products the provider currently has or may have in the future.

    3. If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).

    4. This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.

    5. Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.

    6. This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.

    7. Subject to Clause 16.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter

    8. This Agreement shall be governed by and construed in accordance with [English law].

    9. The courts of [England] shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

22. Interpretation

    1. In this Agreement, a reference to a statute or statutory provision includes a reference to:

       1. (a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
       2. (b) any subordinate legislation made under that statute or statutory provision.

    2. The Clause headings do not affect the interpretation of this Agreement.

    3. In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

23. Execution

    The parties have indicated their acceptance of this Agreement by accepting to proceed through the website registration process.

Schedule 2 (Acceptable Use Policy)

1. Introduction

   1. This acceptable use policy (the "Policy") sets out the rules governing:

      1. (a) the use of [the website at [URL], any successor website, and the services available on that website or any successor website] (the "Services"); and
      2. (b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").

   2. References in this Policy to "you" are to [any customer for the Services and any individual user of the Services] (and "your" should be construed accordingly); and references in this Policy to "us" are to [identify provider] (and "we" and "our" should be construed accordingly).

   3. By using the Services, you agree to the rules set out in this Policy.

   4. We will ask for your express agreement to the terms of this Policy before [you upload or submit any Content or otherwise use the Services].

   5. You must be [at least 13 years of age] to use the Services; and by using the Services, you warrant and represent to us that you are [at least 13 years of age].

2. General usage rules

   1. You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.

   2. You must not use the Services:

      1. (a) in any way that is unlawful, illegal, fraudulent or harmful; or
      2. (b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

   3. You must ensure that all Content complies with the provisions of this Policy.

3. Unlawful Content

   1. Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

   2. Content[, and the use of Content by us in any manner licensed or otherwise authorised by you,] must not:

      1. (a) [be libellous or maliciously false];
      2. (b) [be obscene or indecent];
      3. (c) [infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right];
      4. (d) [infringe any right of confidence, right of privacy or right under data protection legislation];
      5. (e) [constitute negligent advice or contain any negligent statement];
      6. (f) [constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity];
      7. (g) [be in contempt of any court, or in breach of any court order];
      8. (h) [constitute a breach of racial or religious hatred or discrimination legislation];
      9. (i) [be blasphemous];
      10. (j) [constitute a breach of official secrets legislation]; or
      11. (k) [constitute a breach of any contractual obligation owed to any person].

   3. You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.

4. Graphic material

   1. Content must be appropriate for all persons who have access to or are likely to access the Content in question[, and in particular for children[ over 12 years of age]].

   2. Content must not depict violence[ in an explicit, graphic or gratuitous manner].

   3. Content must not be pornographic[ or sexually explicit].

5. Factual accuracy

   1. Content must not be untrue, false, inaccurate or misleading.

   2. Statements of fact contained in Content and relating to persons (legal or natural) must be true[; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion].

6. Negligent advice

   1. Content must not consist of or contain any [legal, financial, investment, taxation, accountancy, medical or other professional] advice, and you must not use the Services to provide any [legal, financial, investment, taxation, accountancy, medical or other professional] advisory services.

   2. Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.

7. Etiquette

   1. Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.

   2. Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.

   3. Content must not be liable to cause annoyance, inconvenience or needless anxiety.

   4. You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.

   5. You must not use the Services for the purpose of deliberately upsetting or offending others.

   6. You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.

   7. You must ensure that Content does not duplicate other content available through the Services.

   8. You must ensure that Content is appropriately categorised.

   9. You should use appropriate and informative titles for all Content.

   10. You must at all times be courteous and polite to other users of the Services.

8. Marketing and spam

   1. You must not[ without our written permission] use the Services for any purpose relating to [the marketing, advertising, promotion, sale or supply of any product, service or commercial offering].

   2. Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include [all unlawful marketing communications and unsolicited commercial communications].

   3. You must not send any spam[ or other marketing communications] to any person using any email address[ or other contact details] made available through the Services or that you find using the Services.

   4. You must not use the Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar letters, schemes or programs

9. Gambling

   1. You must not use the Services for any purpose relating to [gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity].

10. Monitoring

    1. You acknowledge that [we may actively monitor the Content and the use of the Services] OR [we do not actively monitor the Content or the use of the Services]..

11. Data mining

    1. You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.

12. Hyperlinks

    1. You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.

13. Harmful software

    1. The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.

    2. The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.

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Privacy Policy and Notice

This is the privacy notice of Hunchapp. In this document, “we” or “us” refer to Redbeard Services Ltd. We are company number 10104884 registered in the UK. Our registered office is at 23 Marion Road, Smethwick, B67 7LL. This is a notice to tell you our policy about all information that we record about you. It covers both information that could identify you and information that could not. We are extremely concerned to protect your privacy and confidentiality. We understand that all users of our web site are quite rightly concerned to know that their data will not be used for any purpose unintended by them, and will not accidentally fall into the hands of a third party. Our policy is both specific and strict. It is based on a template from Net Lawman (www.netlawman.co.uk) that complies with UK law and meets the additional guidelines set out by the UK Information Commissioner’s Office. It If you think our policy falls short of your expectations or that we are failing to abide by our policy, do please tell us. We regret that if there are one or more points below with which you are not happy, your only recourse is to leave our web site immediately. Except as set out below, we do not share, or sell, or disclose to a third party, any personally identifiable information collected at this site. Here is a list of the information we collect from you, either through our web site or because you give it to us in some other way, and why it is necessary to collect it:

1. Business and personal information

This includes basic identification and contact information, such as your name and contact details and also includes all information given to us in the course of your business and ours, such as information you give us in your capacity as our client. We undertake to preserve the confidentiality of the information and of the terms of our relationship. It is not used for any other purpose. We expect you to reciprocate this policy. This information is used: 1. to provide you with the services which you request; 2. for verifying your identity for security purposes; 3. for marketing our services and products; 4. information which does not identify any individual may be used in a general way by us or third parties, to provide class information, for example relating to demographics or usage of a particular page or service. We keep information, which forms part of our business record for a minimum of six years. That is because we may need it in some way to support a claim or defence in court. That is also the period within which our tax collecting authorities may demand to know it.

2. Market place information

When we obtain information from you specifically to enable you to buy a service offered on our web site by some other person, we assume that in giving us your information, you are also giving us permission to pass it to the relevant person.

3. Your domain name and e-mail address

This information is recognised by our servers and the pages that you visit are recorded. We shall not under any circumstances, divulge your e-mail address to any person who is not an employee or contractor of ours and who does not need to know, either generally or specifically. This information is used: 1. to correspond with you or deal with you as you expect; 2. in a collective way not referable to any particular individual, for the purpose of quality control and improvement of our site; 3. to send you news about the services to which you have signed up; 4. to tell you about other of our services or services of sister web sites.

4. Information you post on our website

Information you send to us by posting to a forum or blog or in your advertisement, is stored on our servers. We do not specifically use that information except to allow it to be read, but you will see in our terms and conditions that we reserve a right to use it in any way we decide.

5. Website usage information

We may use software embedded in our website (such as JavaScript) to collect information about pages you view and how you have reached them, what you do when you visit a page, the length of time you remain on the page, and how we perform in providing content to you.

6. Financial information relating to your credit cards

This information is never taken by us either through our website or otherwise. At the point of payment, you are transferred to a secure page on the website of Braintree or PayPal. That page may be dressed in our “livery”, but it is not controlled by us. Our staff and contractors never have access to it.

7. Note on padlock symbols and other trust marks

Many companies offer certification and an icon or other small graphic to prove to site visitors that the site is safe. Some certify to a high level of safety. Others are more concerned to take our money than to provide a useful service. We do not handle information about your credit card so do not subscribe to any such service.

8. Third party advertising

Third parties may advertise on our web site. In doing so, those parties, their agents or other companies working for them may use technology that automatically collects your IP address when they send an advertisement that appears on our site to your browser. They may also use other technology such as cookies or JavaScript to personalise the content of, and to measure the performance of their adverts. We do not have control over these technologies or the data that these parties obtain. Accordingly, this privacy notice does not cover the information practices of these third parties.

9. Information we obtain from third parties

Although we do not disclose your personal information to any third party (except as set out in this notice), we do receive data which is indirectly made up from your personal information, from software services such as Google Analytics and others. No such information is identifiable to you.

10. Content you provide to us with a view to be used by third party

If you provide information to us with a view to it being read, copied, downloaded or used by other people, we accept no responsibility for what that third party may do with it. It is up to you to satisfy yourself about the privacy level of every person who might see your information. If it is available to all the World, you have no control whatever as to how it is used.

11. Cookies

Cookies are small text files that are placed on your computer's hard drive through your web browser when you visit any web site. They are widely used to make web sites work, or work more efficiently, as well as to provide information to the owners of the site. Like all other users of cookies, we may request the return of information from your computer when your browser requests a web page from our server. Cookies enable our web server to identify you to us, and to track your actions and the pages you visit while you use our website. The cookies we use may last for a single visit to our site (they are deleted from your computer when you close your browser), or may remain on your computer until you delete them or until a defined period of time has passed. Although your browser software enables you to disable cookies, we recommend that you allow the use of cookies in order to take advantage of the features of our website that rely on their use. If you prevent their use, you will not be able to use all the functionality of our website. Here are the ways we use cookies: 1. to record whether you have accepted the use of cookies on our web site. This is solely to comply with the law. If you have chosen not to accept cookies, we will not use cookies for your visit, but unfortunately, our site will not work well for you. 2. to allow essential parts of our web site to operate for you. 3. to operate our content management system. 4. to operate the popup notification form - the form that you see when we alert you about signing up for our newsletter. This cookie is set on your arrival at our web site and deleted when you close your browser. 5. to collect information about how visitors use our site. We use the information to improve your experience of our site and enable us to increase sales. This cookie collects information in an anonymous form, including the number of visitors to the site, where visitors have come to the site from, and the pages they visited. 6. to record that a user has viewed a webcast. It collects information in an anonymous form. This cookie expires when you close your browser. 7. to record your activity during a web cast. An example is as to whether you have asked a question or provided an opinion by ticking a box. This information is retained so that we can serve your information to you when you return to the site. This cookie will record an anonymous ID for each user, but it will not use the information for any other purpose. This cookie will last for three months, when it will delete automatically. 8. to store your personal information so that you do not have to provide it afresh when you visit the site next time. This cookie will last for 90 days. 9. to enable you to watch videos we have placed on YouTube. YouTube will not store personally identifiable cookie information when you use YouTube’s privacy-enhanced mode.

12. Sending a message to our support system

When you send a message, we collect the data you have given to us in that message in order to obtain confirmation that you are entitled to receive the information and to provide to you the information you need. We record your request and our reply in order to increase the efficiency of our business / organisation. We do not keep any personally identifiable information associated with your message, such as your name or email address.

13. Complaining

When we receive a complaint, we record all the information you have given to us. We use that information to resolve your complaint. If your complaint reasonably requires us to contact some other person, we may decide to give to that other person some of the information contained in your complaint. We do this as infrequently as possible, but it is a matter for our sole discretion as to whether we do give information, and, if we do, what that information is. We may also compile statistics showing information obtained from this source to assess the level of service we provide, but not in a way that could identify you or any other person.

14. Job application and employment

If you send us information in connection with a job application, we may keep it for up to three years in case we decide to contact you at a later date. If we employ you, we collect information about you and your work from time to time throughout the period of your employment. This information will be used only for purposes directly relevant to your employment. After your employment has ended, we will keep your file for six years before destroying or deleting it.

15. Re-marketing

We may use re-marketing from time to time. This involves Google or some other supplier placing a tag or marker on your website in order to be able to serve to you an advert for our products / services when you visit some other website.

16. Affiliate information

This is information given to us by you in your capacity as an affiliate of us or a customer or client of ours. Such information is retained for business use only. We undertake to preserve the confidentiality of the information and of the terms of our relationship. It is not used for any other purpose. We expect any affiliate to agree to reciprocate this policy. As an exception to this, we have the right to disclose your first name and URL of your affiliate connection to other affiliates and to any other person or organisation, on and off site. The reason is solely to enable us to mention winners and others whose performance as an affiliate is in some way outstanding.

17. Use of site by children

We do not market to children, nor do we sell products or services for purchase by children. We do sell products and services for end use by children, but for purchase by adults. If you are under 18, you may use our site only with consent from a parent or guardian.

18. Disclosure to Government and their agencies

We are subject to the law like everyone else. We may be required to give information to legal authorities if they so request or if they have the proper authorisation such as a search warrant or court order.

19. Compliance with the law

This confidentiality policy has been compiled so as to comply with the law of every jurisdiction in which we aim to do business. If you think it fails to satisfy the law of your country, we should like to hear from you, but ultimately it is your choice as to whether you wish to use our website.

20. Review or update personally identifiable information

At any time you may review or update the personally identifiable information that we hold about you, by contacting us at the address below. To better safeguard your information, we will also take reasonable steps to verify your identity before granting access or making corrections to your information.

21. Removal of your information

If you wish us to remove personally identifiable information from our web site, you may contact us. To better safeguard your information, we will also take reasonable steps to verify your identity before granting access or making corrections to your information.

22. Data may be “processed” outside the UK

Our web sites are hosted in the USA. We also use outsourced services in countries outside the EU from time to time in other aspects of our business. Accordingly data obtained within the UK may be “processed” outside the UK and data obtained in any other country may be processed within or outside that country. If you have any question regarding the privacy policy, please contact us.

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