Showcase Software as a Service Terms

By using the Services, you agree to the terms of this contract between you (“Authorised User” or “you”) and Geospock Limited, incorporated and registered in England and Wales with company number 08345089, whose registered office is at Ground Floor, St Andrew’s House, St Andrew’s Road, Cambridge CB4 1DL, United Kingdom (the “Supplier”). If you do not agree to the terms, you may not use the Services.

By accessing and using the Services, you are accepting and agreeing to this contract on behalf of yourself or the entity you represent in connection with the access and use.

Agreed Terms

1. Interpretation
1.1. The definitions and rules of interpretation in this clause apply in this contract.
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 8.6 or clause 8.7.
Authorised User Data: the data inputted by the Authorised User, or the Supplier on the Authorised User’s behalf for the purpose of using the Services or facilitating the Authorised User’s use of the Services.
Data Protection Legislation: up to but excluding 25 May 2018, the Data Protection Act 1998
and thereafter:
(a) unless and until the General Data Protection Regulation ((EU) 2016/679) (GDPR) is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK; and then
(b) any successor legislation to the GDPR or the Data Protection Act 1998.
Services: the subscription services provided by the Supplier to the Authorised User under this contract via
Software: the online software applications provided by the Supplier as part of the Services.
Trial Period: 2 weeks
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2. A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality).
1.3. Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.4. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.5. A reference to a statute or statutory provision is a reference to it as it is in force as at the date of this contract.
1.6. A reference to a statute or statutory provision shall include all subordinate legislation made as at the date of this contract under that statute or statutory provision.

2. User Subscriptions
2.1. Subject to the restrictions set out in this clause 2 and the other terms and conditions of this contract, the Supplier hereby grants to the Authorised User a non-exclusive, non-transferable right, without the right to grant sublicenses, to use the Services during the Trial Period solely for the Authorised User’s internal business operations.
2.2. The Authorised User undertakes:
2.2.1. not to allow or suffer the Services to be used by any third party; and
2.2.2. to keep a secure password for use of the Services, and shall keep the password confidential;
2.3. The Authorised User shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
2.3.1. is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
2.3.2. facilitates illegal activity;
2.3.3. depicts sexually explicit images;
2.3.4. promotes unlawful violence;
2.3.5. is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
2.3.6. is otherwise illegal or causes damage or injury to any person or property; and the Supplier reserves the right, without liability or prejudice to its other rights to the Authorised User, to disable the Authorised User’s access to any material that breaches the provisions of this clause.
2.4. The Authorised User shall not:
2.4.1. 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 this contract: attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software (as applicable) in any form or media or by any means; or attempt to decompile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.4.2. access all or any part of the Services in order to build a product or service which competes with the Services; or
2.4.3. use the Services to provide services to third parties; or
2.4.4. subject to clause 16.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users, or
2.4.5. attempt to obtain, or assist third parties in obtaining, access to the Services, other than as provided under this clause 2; and
2.5. The Authorised User 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 the Supplier.

3. Services
3.1. The Supplier shall, during the Subscription Term, provide the Services to the Authorised User on and subject to the terms of this contract.
3.2. The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, 5 days a week.
3.3. The Supplier will, as part of the Services and at no additional cost to the Authorised User, provide the Authorised User with the Supplier’s standard customer support services during Normal Business Hours in accordance with the Supplier’s Support Services Policy in effect at the time that the Services are provided. The Supplier may amend the Support Services Policy in its sole and absolute discretion from time to time.

4. Data Protection and Data Processing
4.1. The Supplier shall, in providing the Services, comply with its Privacy and Security Policy relating to the privacy and security of the Authorised User Data available at or such other website address as may be notified to the Authorised User from time to time, as such document may be amended from time to time by the Supplier in its sole discretion.
4.2. Both parties will comply with all applicable requirements of the Data Protection Legislation. This clause 4 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
4.3. To the extent that the Supplier processes any personal data of the Authorised User, the parties acknowledge that for the purposes of the Data Protection Legislation, the Authorised User is the data controller and the Supplier is the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
4.4. Without prejudice to the generality of clause 4.1, the Authorised User will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data (as defined in the Data Protection Legislation) to the Supplier for the duration and purposes of the contract.
4.5. Without prejudice to the generality of clause 4.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this contract:
4.5.1. process that Personal Data only on the written instructions of the Authorised User unless the Supplier is required by the laws of any member of the European Union or by the laws of the European Union applicable to the Supplier to process Personal Data (Applicable Data Processing Laws). Where the Supplier is relying on laws of a member of the European Union or European Union law as the basis for processing Personal Data, the Supplier shall promptly notify the Authorised User of this before performing the processing required by the Applicable Data Processing Laws unless those Applicable Data Processing Laws prohibit the Supplier from so notifying the Authorised User;
4.5.2. ensure that it has in place appropriate technical and organisational measures, reviewed and approved by the Authorised User, 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, pseudonymisation 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);
4.5.3. ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
4.5.4. subject to clause 4.7, not transfer any Personal Data outside of the European Economic Area unless the prior written consent of the Authorised User has been obtained and the following conditions are fulfilled: the Authorised User or the Supplier has provided appropriate safeguards in relation to the transfer; the Data Subject (as defined in the Data Protection Legislation) has enforceable rights and effective legal remedies; the Supplier complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any Personal Data that is transferred; and the Supplier complies with reasonable instructions notified to it in advance by the Authorised User with respect to the processing of the Personal Data;
4.5.5. assist the Authorised User, at the Authorised User’s 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;
4.5.6. notify the Authorised User without undue delay on becoming aware of a Personal Data breach;
4.5.7. at the written direction of the Authorised User, delete or return Personal Data and copies thereof to the Authorised User on termination of the contract unless required by Applicable Data Processing Law to store the Personal Data; and
4.5.8. maintain complete and accurate records and information to demonstrate its compliance with this clause 4.
4.6. The Authorised User consents to the Supplier appointing an IT cloud provider as a third-party processor of Personal Data under this contract. The Supplier confirms that it has entered or (as the case may be) will enter with the third-party processor into a written contract substantially on that third party’s standard terms of business. As between the Authorised User and the Supplier, the Supplier shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this clause 4.
4.7. The Authorised User consents to the Supplier transferring Personal Data to its IT cloud provider (Amazon Web Services) outside of the European Economic Area under the EU-US Privacy shield.
4.8. Either party may, at any time on not less than 30 days’ notice, revise this clause 4 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 contract).

5. Supplier’s Obligations
5.1. The Services are provided on an “as is” basis. No representations, conditions, warranties or other terms of any kind are given in respect of the Software, and all statutory warranties and conditions are excluded to the fullest extent possible.
5.2. Notwithstanding the foregoing, the Supplier:
5.2.1. does not warrant that the Authorised User’s use of the Services will be uninterrupted or error-free; or that the Services will meet the Authorised Users’ requirements; and
5.2.2. 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 the Authorised User acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.

6. Authorised User’s Obligations
6.1. The Authorised User shall:
6.1.1. provide the Supplier with all necessary access to such information as may be required by the Supplier in order to provide the Services;
6.1.2. without affecting its other obligations under this contract, comply with all applicable laws and regulations with respect to its activities under this contract;
6.1.3. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Supplier’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Authorised User’s network connections or telecommunications links or caused by the internet; and
6.1.4. assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use.

7. Proprietary Rights
7.1. The Authorised User acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services. Except as expressly stated herein, this contract does not grant the Authorised User any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services.
7.2. The Supplier confirms that it has all the rights in relation to the Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this contract.

8. Confidentiality
8.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under this contract. A party’s Confidential Information shall not be deemed to include information that:
8.1.1. is or becomes publicly known other than through any act or omission of the receiving party;
8.1.2. was in the other party’s lawful possession before the disclosure;
8.1.3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
8.1.4. is independently developed by the receiving party, which independent development can be shown by written evidence.
8.2. Subject to clause 8.4, each party shall hold the other’s Confidential Information in confidence and 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 contract.
8.3. Each 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 contract.
8.4. A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 8.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
8.5. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
8.6. The Authorised User acknowledges that details of the Services, and the results of any performance tests of the Services, constitute the Supplier’s Confidential Information.
8.7. The Supplier acknowledges that the Authorised User Data is the Confidential Information of the Authorised User.
8.8. No party shall make, or permit any person to make, any public announcement concerning this contract without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, any relevant securities exchange), any court or other authority of competent jurisdiction.
8.9. The above provisions of this clause 8 shall survive termination of this contract, however arising.

9. Limitation of Liability
9.1. Nothing in this contract excludes the liability of the Supplier:
9.1.1. for death or personal injury caused by the Supplier’s negligence; or
9.1.2. for fraud or fraudulent misrepresentation.
9.2. Subject to clause 9.1:
9.2.1. the Supplier 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 or consequential loss, costs, damages, charges or expenses however arising under this contract; and
9.2.2. the Supplier’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 contract shall be limited to £10,000 (ten thousand).

10. Term and Termination
10.1. This contract shall commence on the date you first use the Services and shall continue for the Trial Period.
10.2. The Supplier may terminate this contract at any time if you fail to comply with any term.
10.3. The Authorised User may terminate this contract on 3 working day’s written notice upon written notice to the Supplier.
10.4. On termination of this contract for any reason:
10.4.1. all licences granted under this contract shall immediately terminate;
10.4.2. each party shall return and make no further use of any equipment, property, and other items (and all copies of them) belonging to the other party;
10.4.3. the Supplier may destroy or otherwise dispose of any of the Authorised User Data in its possession; and
10.4.4. any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the contract which existed at or before the date of termination shall not be affected or prejudiced.

11. Force Majeure
The Supplier shall have no liability to the Authorised User under this contract if it is prevented from or delayed in performing its obligations under this contract, 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 the Supplier 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 suppliers or sub-contractors, provided that the Authorised User is notified of such an event and its expected duration.

12. Variation
No variation of this contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).

13. Waiver
No failure or delay by a party to exercise any right or remedy provided under this contract 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.

14. Severance
14.1. If any provision or part-provision of this contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this contract.
14.2. If any provision or part-provision of this contract is deemed deleted under clause 14.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

15. Entire Agreement
15.1. This contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous contracts, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
15.2. Each party acknowledges that in entering into this contract it does not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this contract.
15.3. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this contract.
15.4. Nothing in this clause shall limit or exclude any liability for fraud.

16. Assignment
16.1. The Authorised User shall not, without the prior written consent of the Supplier, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this contract.
16.2. The Supplier 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 contract.

17. Third Party Rights
This contract does not confer any rights on any person or party (other than the parties to this contract and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

18. Notices
Any notice in connection with this contract shall be to the email address provided by the parties.

19. Governing Law
This contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.

20. Jurisdiction
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this contract or its subject matter or formation (including non-contractual disputes or claims).

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