SWOOP - TERMS & CONDITIONS
SnapDragon Monitoring Limited (Company Number SC491283) (“we”, “us” and “our”), a company registered in Scotland and having our registered office address at 5th Floor, 125 Princes Street, Edinburgh, United Kingdom EH2 4AD, owns and operates this system through which we provide a subscription service to our Swoop portal (“Swoop”). By subscribing to Swoop you are granted access to our counterfeit product monitoring services provided via Swoop (“Services”) which are described further at Clause 4 below.
These terms and conditions (“Terms”) apply to your use of Swoop and the provision of the Services and by registering for Swoop you agree to be bound by these Terms (the “Contract”). The Terms are a legal agreement between you or the company, partnership or other entity on whose behalf you are acting and in the event that you are acting on behalf of a company, partnership or other entity you confirm that you have authority to accept the Terms on behalf of such entity.
2. OTHER APPLICABLE TERMS
3. SUBSCRIPTION TO RECEIVE SERVICES
a) you are aged 18 or over and able to form a legally binding contract;
b) all required registration information submitted is complete and accurate;
c) you will maintain the accuracy of all required registration information provided;
d) you will maintain the confidentiality of your Account;
e) you will immediately notify us of any unauthorised use, or suspected unauthorised use of your Account or any other breach of security; and
f) you will be solely responsible for all activity that occurs under your Account.
Your subscription to Swoop is for your use only. No other person (including employees, colleagues, independent contractors or representatives) is permitted to access your Account or use the results of the Services and you agree not to share your Log-In Details with any other person. You may contact us at email@example.com in the event that you require to upgrade to a team subscription.
A subscription to Swoop will help you to identify counterfeit products and other products which infringe your intellectual property rights (“Infringing Products”). To allow Swoop to work effectively, you will be required to input certain information via the Brand Wizard (as prompted by the online registration form) (“Search Criteria”) regarding (a) the product(s) comprising intellectual property which you wish us to monitor as part of the Services (“Product(s)”); and (b) your selection of online market-places in accordance with your chosen subscription package (“Platforms”) against which you wish Swoop to search (“Search”). You are responsible for the quality of the Search Criteria.
Once you have input your Search Criteria, Swoop will carry out an initial Search to identify links to Platforms containing Infringing Products. We will use all reasonable endeavours to return the results of the initial Search within forty-eight (48) hours, following which a Search will be carried out on a daily basis. The results of each Search (“Report”) will be available to you via the brand page. Our service times are estimates only and failure to perform the Services within these timeframes does not constitute a breach of the Contract.
You may add additional Products at any time via the Brand Wizard and each Product is subject to an additional fee in accordance with Clause 7.1 and our pricing model.
You may wish to engage us to provide additional services (for example, take-down services) which do not form part of the Services and you should contact us directly to discuss and/or instruct us in relation to such additional services.
5. FREE TRIAL
Prior to subscribing for the Services, you may be offered a free trial for a period of 14 consecutive days (“Free Trial”). To register for a Free Trial you are required to provide a valid business email address (please note that personal email addresses from providers such as Gmail, Hotmail, Yahoo, etc. are not eligible). Free Trials are for use by new customers and we reserve the right to restrict eligibility to Free Trials or to revoke Free Trials at our discretion.
The Free Trial is a single Search using Swoop or as otherwise specified in writing during the sign-up process. We will use reasonable endeavours to provide access to the Report, via the brand page, within forty-eight (48) hours.
6. SUBSCRIPTION: DURATION, TERMINATION AND CANCELLATION
To subscribe to Swoop following expiration of your Free Trial, you can gain access to the Services via your Account by contacting firstname.lastname@example.org and the Services shall continue on a monthly basis until terminated. By registering to subscribe to the Services, you acknowledge that your subscription is subject to an initial payment and recurring monthly payments (which will be charged to your Payment Method) for an indefinite period, until you notify us that you wish to terminate your subscription or your subscription is terminated by us in accordance with Clause 11.
You may terminate your subscription to Swoop by providing one month’s written notice by email to email@example.com. Charges which have been incurred by you before we could reasonably act to terminate your Account will not be affected by the giving of such notice.
7. FEES AND PAYMENT
The fee for the Services is calculated on a per Product basis in accordance with our pricing model. Our fees may change from time to time, but we will notify you at least 30 days in advance of any such changes taking effect.
Our Fees are exclusive of VAT. Where VAT is payable in respect of some or all of the Services you must pay us such additional amounts in respect of VAT, at the applicable rate, at the same time as you pay the Charges.
Your Payment Method will be charged in respect of each Product on a monthly basis beginning on or after the date in which you enter the Search Criteria in respect of the relevant product (“Billing Date”) each month thereafter during the duration of your subscription.
You may change your Payment Method by contacting firstname.lastname@example.org.
8. YOUR OBLIGATIONS
It is your responsibility to ensure that:
a) you co-operate with us in all matters relating to the Services;
b) you provide us with such information and materials we may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects; and
c) you comply with all applicable laws.
If our ability to perform the Services is prevented or delayed by any failure by you to fulfil any obligation listed in Clause 8.1 (Your Default):
a) we will be entitled to suspend performance of the Services until you remedy Your Default, and to rely on Your Default to relieve us from the performance of the Services, in each case to the extent Your Default prevents or delays performance of the Services. In certain circumstances Your Default may entitle us to terminate the Contract under Clause 11 (Termination);
b) we will not be responsible for any costs or losses you sustain or incur arising directly or indirectly from our failure or delay to perform the Services; and
c) it will be your responsibility to reimburse us on written demand for any costs or losses we sustain or incur arising directly or indirectly from Your Default.
9. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in or arising out of or in connection with the Services (other than intellectual property rights in any materials provided by you) will be owned by us.
We agree to grant you a fully paid-up, worldwide, non-exclusive, royalty-free [perpetual and irrevocable licence OR licence during the term of the Contract] to copy the deliverables specified in your order (excluding materials provided you) for the purpose of receiving and using the Services and such deliverables in your business. You may not sub-license, assign or otherwise transfer the rights granted in this Clause 9.2.
You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any materials provided by you to us for the term of the Contract for the purpose of providing the Services to you.
10. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY
Your use of Swoop is at your own risk. We do not give any representations, warranties or undertakings in relation to Swoop or the Services. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute by common law or otherwise are, to the fullest extent permitted by law, excluded from the Contract. Without limiting the foregoing, we make no warranty that: (i) Swoop will meet your requirements; (ii) access to Swoop will be uninterrupted; (iii) the quality of Swoop will meet your expectations; and (iv) any errors or defects in Swoop, the Services or materials will be corrected. We make no representations or warranties that Swoop will be permitted in your jurisdiction. To the extent that any disclaimer or limitation of liability does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used Swoop and no warranties shall apply after such period.
Nothing in the Contract limits or excludes our liability for:
a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors;
b) fraud or fraudulent misrepresentation; or
c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession) or any other liability which cannot be limited or excluded by applicable law.
Subject to Clause 10.1, we will not be liable to you, whether in contract, delict (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with the Contract for:
a) loss of profits;
b) loss of sales or business;
c) loss of agreements or contracts;
d) loss of use or corruption of software, data or information;
e) loss of or damage to goodwill; and
f) any indirect or consequential loss.
Subject to Clause 10.2, our total liability to you arising under or in connection with the Contract, whether in contract, delict (including negligence), breach of statutory duty, or otherwise, will be limited to 100% of the total Fees paid under the Contract.
This Clause 10 will survive termination of the Contract.
Without limiting any of our other rights, we may suspend the performance of the Services, or terminate the Contract with immediate effect by giving written notice to you if:
a) you breach any of the terms of the Contract or are engaged in competitive, illegal or fraudulent use of the Services;
b) you fail to pay any amount due under the Contract on the due date for payment;
c) you take any step or action in connection with you entering administration, provisional liquidation or any composition or arrangement with your creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of your assets or ceasing to carry on business [or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction];
d) you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
e) your financial position deteriorates to such an extent that in our opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
Termination of the Contract will not affect your or our rights and remedies that have accrued as at termination.
Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.
12. 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 the Contract that is caused by any act or event beyond our reasonable control.
We may assign or transfer our rights and obligations under the Contract to another entity.
13.2 Entire agreement
These Terms constitute the entire agreement between you and us in relation to your use of Swoop and the Services. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Terms.
We may, from time to time, amend these Terms and in such event we shall notify you in writing at least thirty (30) days prior to such changes being implemented by sending an email to the email address you provide at the point of registration or by making an announcement on the log-in page. All amendments will apply to the next Renewal Period.
No delay or failure by us in exercising any of our rights under these Terms will constitute a waiver of that right or any other rights under these Terms.
Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
13.6 Third party rights
The Contract is between you and us. No other person has any rights to enforce any of the Terms.
13.7 Governing law and jurisdiction
The Contract is governed by Scots Law and we each irrevocably agree to submit all disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the Scottish courts.
14. CONTACT US
If you need to contact us for any reason, our contact details are as follows:
SnapDragon Monitoring Limited
5th Floor, 125 Princes Street
Telephone Number: +44 (0) 131 466 9249