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Airnow Data Terms and Conditions

Read the Airnow Data terms of service below

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AIRNOW DATA LIMITED – STANDARD TERMS AND CONDITIONS

This Agreement was last updated 1st August 2020
Agreed terms

1. INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this Contract.

Affiliate: means any person or entity which, directly or indirectly, controls, is controlled by, or is under common control with, such person or entity.
Apps
: means the mobile applications the Customer analyses using the Software. A single App is a version of the mobile application on one App Store. Versions of the same App on two App Stores shall count as two separate Apps.
App Store
: means either the Google Play store or the Apple App Store.
App Unlocks
: the number of individual Apps that the Customer may investigate using the Platform as set out in the Order Form.
Authorised Users
: (also Users) means the employees and contractors of the Customer whom the Customer has authorised to use the Software in accordance with the Contract.
Autorenewal
: the automatic renewal of this Contract for a Renewal Period in accordance with the Order Form and clause 11.1.
Business Day
: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Categories
: the number of App Store categories in which a Customer may investigate Apps using the Platform, as set out in the Order Form.
Charges
: the Charges payable by the Customer to the Supplier for the Services, as set out in the Order Form.
Conditions
: these standard terms and conditions.
Confidential Information
: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 9.1 or 9.3 including, but not limited to, Customer Data, Apps and Connected Accounts..
Connected Accounts
: means the Customer’s iTunes Connect or Google Play developer accounts, or other similar accounts from other App distributors or marketplaces (each, a Connected Account) which the Customer may optionally choose to connect with the Software.
Contract
: the agreement between the Supplier and the Customer comprising the Order Form, these Standard Terms and Conditions and the Schedule.
Customer
: the customer as set out in the Order Form.
Customer Data
: the data inputted by the Customer, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Data Protection Legislation
: the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of Personal Data (including, without limitation, the privacy of electronic communications).
Derived Data
: any data that is generated by the Customer through its use of the Services.
Documentation: the document made available to the Customer by the Supplier which sets out a description of the Services and the user instructions for the Services and Software.
Effective Date
: the date of this agreement.
Initial Term
: the initial term of this agreement as set out in the Order Form.
Intellectual Property Rights
: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
Keywords
: the number of individual keywords that a Customer may investigate using the Platform through App Store Optimisation (ASO) to ascertain the discoverability and ranking of an App, as set out in the Order Form.
Maintenance and Support Services
: maintenance and support provided by the Supplier to the Customer as part of the Services (if applicable) as set out in Appendix A.
New Release
: a new release of all or any part of the Software in which previously identified faults have been remedied or to which any modification, enhancement, revision or update has been made, or to which a further function or functions have been added.
New Version
: a new version of the Software after the Acceptance date which provides additional or improved functionality or performance.
Normal Business Hours
: 9.00am to 5.00pm local UK time, each Business Day.
Order Form
: the order form that comprises part of this Contract.
Renewal Period
: the period described in clause 11.1.
Services
: the services provided by the Supplier to the Customer under this agreement or as notified to the Customer by the Supplier from time to time, as more particularly described in the Documentation.
Software
: any software or applications provided by the Supplier as part of the Services.
Software Data
: any digital media, software links, or numerical data accessed by the Customer from the Software or from its related services, including but not limited to data accessed via the Software’s file export features, email notification services, web application interface (API), or via manual copying and pasting from the Software’s user interface.
Specification
: the specification of the Software and Services designed to meet the business requirements of the Customer and as communicated by the Supplier to the Customer through the Documentation.
Supplier
: Airnow Data Limited, a company registered in England and Wales with company number 12523505 and whose registered office is at Salisbury House, London Wall, London, EC2M 5PS.
Supplier IPRs
: all Intellectual Property Rights either subsisting in the Services (excluding any Customer Data incorporated in them) or otherwise necessary or desirable to enable a Customer to receive and use the Services.
Term
: has the meaning given in clause 11.1 (being the Initial Term together with any subsequent Renewal Periods).
Third Party
: a supplier of Third Party Services or Third Party Software.
Third Party Services
: any services provided by third parties direct to the Customer or to the Customer through the Supplier.
Third Party Software
: any software used by the Supplier or the Customer in the delivery or use of the Services.
Third Party Terms
: any terms relating to the use of Third Party Software by the Customer, to which the Customer undertakes and agrees to accept and comply with.
Virus
: any thing 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 reference to writing or written includes e-mail.

2. BASIS OF CONTRACT

2.1 The Order shall only be deemed to be accepted when the Supplier issues written acceptance of the Order Form at which point and on which date the Contract shall come into existence.
2.2 Any samples, drawings, descriptive matter or advertising issued by the Supplier, and any descriptions or illustrations contained in the Supplier's catalogues or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.
2.3 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.4 Any quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
2.5 The Customer shall not:
2.5.1 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 agreement:
2.5.1.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Documentation or any Supplier IPRs (as applicable) in any form or media or by any means; or
2.5.1.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
2.5.2 access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
2.5.3 subject to clause 19.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party, or
2.5.4 attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; and
2.6 The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify the Supplier.

3. SERVICES AND WARRANTIES


3.1 The Supplier shall, during the Term, provide the Services to the Customer in all material respects and make available the Documentation to the Customer on and subject to the terms of this agreement.
3.2 The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order Form, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
3.3 The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
3.3.1 planned maintenance carried out from time to time; and
3.3.2 unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer notice in advance.
3.4 The Supplier warrants and represents that:
3.4.1 subject to the Customer having a valid and current licence to use the Software (as set out in the Order Form) the use of such Software does not infringe the UK Intellectual Property Rights of any third party;
3.4.2 the Software at the Acceptance date, and for twelve months after that date, will perform in accordance with the Specification; and
3.4.3 it is in compliance with, and will perform the Services in compliance with, all applicable law and regulations.
3.5 The sole remedy for breach of the warranty under clause 3.4 shall be correction of defects by the Supplier within a reasonable time from notification by the Customer of the defect that constitutes such breach.
3.6 Notwithstanding the obligations at clause 3.3 and 3.4, the Supplier:
3.6.1 does not warrant that the Customer's use of the Services will be uninterrupted or error-free; or that the Services, Documentation and/or the information obtained by the Customer through the Services will meet the Customer's requirements; and
3.6.2 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 or mobile networks, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
3.7 The Supplier does not warrant or guarantee that it will be able to rectify all defects, nor that any defect that does not materially affect the Customer's operations using the Supported Software will be corrected before the issue of the next New Release.
3.8 Any unauthorised modifications, use or improper installation of the Software by, or on behalf of, the Customer shall render all the Supplier's warranties and obligations under this agreement null and void.
3.9 The Supplier shall not be obliged to rectify any particular defect if attempts to rectify such defect other than by normal recovery or diagnostic procedures have been made by the Customer's personnel or third parties without the permission of the Supplier.
3.10 The Supplier makes no representations, warranties or guarantees regarding the accuracy, completeness or contents of any reports or other outputs that the Customer generates using the Software. The Customer acknowledges and agrees that its use and reliance on reports generated by it using the Software is at its own risk.
3.11 The Supplier reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
3.12 The Supplier may monitor the Customer’s use of and access to the Software solely as necessary to ensure compliance with the Contract. By using the Software, the Customer expressly consents to such monitoring. If such monitoring reveals unauthorised use of the Software, the Supplier may, among other things, suspend or terminate the Customer’s access to the Software.

4. CUSTOMER OBLIGATIONS


4.1 The Customer shall:
4.1.1 ensure that the terms of the Order Form are complete and accurate;
4.1.2 co-operate with the Supplier in all matters relating to the Services;
4.1.3 provide the Supplier with such information and materials as the Supplier may reasonably require in order to supply the Services, and ensure that such information is complete and accurate in all material respects;
4.1.4 obtain and maintain all necessary licences, permissions and consents which may be required for the Services before the date on which the Services are to start;
4.1.5 comply with all applicable laws;
4.1.6 ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time;
4.1.7 not, and shall not allow any Authorised Users or any other third party to, copy, download, or reproduce the Software except as permitted under this Agreement or as necessary to exercise its rights or perform its obligations under this Agreement;
4.1.8 only permit access to the Software to Authorised Users and shall not license, sublicense, sell, resell, market, lease, loan, rent, transfer, assign, distribute, disclose, or make accessible to any third party, or allow any third party to analyse or optimize mobile applications using the Software, or otherwise commercially exploit the Software or grant any right to access or use the Software to any third party;
4.1.9 not intentionally (a) submit Client Data or any other material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (b) interfere with, impede, or disrupt the integrity or performance of the Software or the data contained therein or part thereof; (c) attempt to gain unauthorized access to the Software or its related systems or networks; (d) access, use, or copy any portion of the Software, through the use of bots, spiders, Web crawlers, indexing agents, or other automated devices or mechanisms; (e) create any denial of service with respect to the Software; (f) falsify the origin of the Customer’s communications, or attempt to do any of the foregoing; or (g) use the Software for any illegal or injurious purpose.
4.1.10 maintain such Third Party Services as the Supplier shall specify as required for the provision of the Services from time to time, including promptly paying for such Third Party Services and complying fully with any terms and conditions that apply to such Third Party Services;
4.1.11 keep all materials, equipment, documents and other property of the Supplier (Supplier Materials) at the Customer's premises in safe custody at its own risk, maintain the Supplier Materials in good condition until returned to the Supplier, and not dispose of or use the Supplier Materials other than in accordance with the Supplier's written instructions or authorisation; and
4.1.12 carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary.
4.2 If the Supplier's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
4.2.1 without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier's performance of any of its obligations;
4.2.2 the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier's failure or delay to perform any of its obligations as set out in this clause 4.2; and
4.3 the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
4.4 To access and use certain features, functions and services in the Software, the Customer must have an account (Authorised User Account). The Customer may only create an Authorised User Account as set forth in the License Fees section. The Customer may only register for one Authorised User Account. In consideration of the Customer’s access to, and use of, the features, functions and services in the Software, the Customer will use reasonable efforts to
4.4.1 provide accurate, current and complete information as may be prompted by any registration forms in the Software (Registration Data);
4.4.2 maintain the security of the Customer’s user identification and password (collectively, Login Information);
4.4.3 maintain and promptly update the Registration Data, and any other information the Customer provides to the Supplier through the Software;
4.4.4 promptly advise the Supplier whenever there is a change to the Customer’s contact information or any other information in the Customer’s account. The Customer also agrees to receive communications from the Supplier electronically and be fully responsible for all use of its Authorised User Account and for any actions that take place using such account and any applicable Login Information.
4.5 The Customer represents and agrees that all information it provides to the Supplier in connection with its access to and use of the Software is, and shall be, true, accurate and complete to the best of its knowledge, ability and belief.

5. CUSTOMER DATA


5.1 The Customer shall own all right, title and interest in and to all of the Customer Data that is not personal data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
5.2 The Supplier shall follow its archiving procedures for Customer Data as communicated to the Customer from time to time (such process as amended by the Supplier in its sole discretion). In the event of any loss or damage to Customer Data, the Customer's sole and exclusive remedy against the Supplier shall be for the Supplier to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by the Supplier in accordance with the archiving procedure. The Supplier shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party.
5.3 The Supplier shall, in providing the Services, comply with its privacy and security policies relating to the privacy and security of the Customer Data as available from the Supplier on request by the Customer.
5.4 Both parties will comply with all applicable requirements of the Data Protection Legislation and the Supplier’s Privacy Policy at www.airnowplc.com/privacy. This clause 5 is in addition to, and does not relieve, remove or replace, a party's obligations under the Data Protection Legislation.
5.5 The parties acknowledge that:
5.5.1 if the Supplier processes any personal data on the Customer's behalf when performing its obligations under this agreement, the Customer is the data controller and the Supplier is the data processor for the purposes of the Data Protection Legislation (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
5.5.2 the Customer acknowledges and agrees that the personal data may be transferred or stored outside the EEA or the country where the Customer is located in order to carry out the Services and the Supplier's other obligations under this agreement.
5.6 Without prejudice to the generality of clause 5.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the Personal Data to the Supplier for the duration and purposes of this agreement so that the Supplier may lawfully use, process and transfer the Personal Data in accordance with this agreement on the Customer's behalf.
5.7 Without prejudice to the generality of clause 5.1, the Supplier shall, in relation to any Personal Data processed in connection with the performance by the Supplier of its obligations under this agreement:
5.7.1 process that Personal Data only on the written instructions of the Customer 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 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 Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Supplier from so notifying the Customer;
5.7.2 ensure that all personnel who have access to and/or process Personal Data are obliged to keep the Personal Data confidential; and
5.7.3 not transfer any Personal Data outside of the EEA unless the following conditions are fulfilled:
5.7.3.1 the Customer or the Supplier has provided appropriate safeguards in relation to the transfer;
5.7.3.2 the data subject has enforceable rights and effective legal remedies;
5.7.3.3 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
5.7.3.4 the Supplier complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the Personal Data;
5.7.4 assist the Customer, at the Customer'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;
5.7.5 notify the Customer without undue delay on becoming aware of a Personal Data breach;
5.7.6 at the written direction of the Customer, delete or return Personal Data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the Personal Data; and
5.7.7 maintain complete and accurate records and information to demonstrate its compliance with this clause 5.

6. CHARGES AND PAYMENT

6.1 The Customer shall pay the Charges to the Supplier for the Services in accordance with this clause 6 and the Order Form.
6.2 The due date for payment shall be the dates set out in the Order Form.
6.3 If the Supplier has not received payment by the due date(s) set out in the Order Form, and without prejudice to any other rights and remedies of the Supplier:
6.3.1 the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
6.3.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 8% over the then current base lending rate of the Supplier's bankers in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
6.4 Any changes to Charges (including any upgrade or changes to the Customer’s Services) shall only be valid if agreed in writing between the Supplier and the Customer in an amended Order Form.
6.5 Services are billed in advance on a per-month or per-year basis, and no refunds or credits are given for partial billing periods of Service, upgrade/downgrade refunds, or refunds for billing periods unused. Account credits shall not roll over to the succeeding billing period.
6.6 All Charges exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Customer shall be responsible for payment of all such taxes, levies, or duties.

7. SUPPORT SERVICES AND UPDATES

7.1 The Supplier shall supply the Customer with New Releases together with related amendments to the Documentation.
7.2 The Supplier shall notify the Customer promptly in writing of the issue of any New Version, specifying the following:
7.2.1 the charge for delivery and installation of the New Version (if applicable);
7.2.2 the licence fee payable for the New Version; and
7.2.3 in what way the New Version differs from the previous version in terms of functionality, performance and compatibility.

8. PROPRIETARY RIGHTS

8.1 The Customer acknowledges and agrees that the Supplier and/or its licensors own all Intellectual Property Rights in the Services and the Documentation. Except as expressly stated herein, this agreement does not grant the Customer 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 or the Documentation.
8.2 The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this agreement.
8.3 The Supplier grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free, licence to use the Supplier IPRs for the purpose of receiving and using the Services and in the Customer's business during the Term.
8.4 The Customer acknowledges that on termination of this Contract for any reason other than in the event of termination by the Customer in accordance with clause 11.2, the licence set out at clause 8.3 shall end and unless agreed in writing with the Supplier the Customer shall cease using the Supplier IPRs and return or irrevocably delete such Supplier IPRs.
8.5 The Customer grants the Supplier a fully paid-up, worldwide, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the Term for the purpose of providing the Services to the Customer in accordance with this Contract.
8.6 The Customer hereby grants to the Supplier a non-exclusive, worldwide, royalty-free non-sublicensable and non-transferable (except as set forth herein) right to use the Customer’s name, company name, logo, and App logo (App Icon) in the Supplier’s marketing and press materials, subject to the Customer’s prior written approval in each case (such approval not to be unreasonably withheld or delayed).
8.7 The Customer shall keep the Supplier indemnified in full against any sums awarded by a court against the Supplier as a result of or in connection with any claim brought against the Supplier for infringement of a third party's rights (including any Intellectual Property Rights) arising out of, or in connection with, the receipt or use of the Customer Data by the Supplier.
8.8 The Customer or any Authorised User may provide suggestions, ideas, inventions, innovations, improvement or enhancement requests, feedback, recommendations, or other information to the Supplier regarding the Software, Services or Documentation, in whatever form, whether or not patentable or copyrightable or made or conceived solely or jointly with others (collectively, Customer Feedback). Such Customer Feedback is voluntary. The Customer acknowledges that any Customer Feedback shall be the sole and exclusive property of the Supplier. The Supplier may use Customer Feedback for any purpose without obligation of any kind. Customer Feedback shall not include any of the Customer’s proprietary information or Confidential Information.

9. CONFIDENTIALITY


9.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this agreement. A party's Confidential Information shall not be deemed to include information that:
9.1.1 is or becomes publicly known other than through any act or omission of the receiving party;
9.1.2 was in the other party's lawful possession before the disclosure;
9.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or
9.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence.
9.2 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 agreement.
9.3 The Supplier acknowledges that the Customer Data is the Confidential Information of the Customer.
9.4 No party shall make, or permit any person to make, any public announcement concerning this agreement 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.
9.5 The above provisions of this clause 9 shall survive termination of this agreement, however arising.

10. LIMITATION OF LIABILITY

10.1 Except as expressly and specifically provided in this agreement:
10.1.1 the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
10.1.2 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement; and
10.1.3 the Services and the Documentation are provided to the Customer on an "as is" basis.
10.2 Nothing in this agreement excludes the liability of the Supplier:
10.2.1 for death or personal injury caused by the Supplier's negligence; or
10.2.2 for fraud or fraudulent misrepresentation.
10.3 Subject to clause 10.1 and clause 10.2:
10.3.1 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 agreement;
10.3.2 the Supplier shall not be liable for the failure of any Third-Party Services; and
10.3.3 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 agreement shall be limited to the total Charges paid for the Services during the 12 months immediately preceding the date on which the claim arose.

11. TERM AND TERMINATION

11.1 This agreement shall, unless otherwise terminated as provided in this clause 11, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
11.1.1 the Order Form confirms that there shall be no Autorenewal;
11.1.2 the Order Form confirms that there shall be an Autorenewal but either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period;
11.1.3 otherwise terminated in accordance with the provisions of this agreement;
and the Initial Term together with any subsequent Renewal Periods shall constitute the Term.
11.2 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:
11.2.1 the other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment;
11.2.2 the other party commits a material breach of any other term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing to do so;
11.2.3 the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement;
11.2.4 the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986.
11.3 Without affecting any other right or remedy available to it, the Supplier party may terminate this agreement with immediate effect or suspend the Customer’s access to all or part of the Software and Services by giving written notice to the Customer if:
11.3.1 in the Supplier’s reasonable discretion, the Customer’s access to the Software or Services is causing harm to the Supplier or other users of the Software or Services;
11.3.2 if the Customer’s or any third party’s use of the Software or Services infringes the copyrights of another. The Supplier may, under appropriate circumstances and at its discretion, terminate the Customer’s any third-party’s right to access to the Software, if the Supplier determines that the Customer or a third-party is a repeat infringer. If the Customer believes that any material has been posted via the Software by any third-party in a way that constitutes copyright infringement, and would like to bring it to the Supplier’s attention, the Customer must provide the Supplier’s DMCA Agent identified below with the following information:
11.3.2.1 an electronic or physical signature of the person authorized to act on behalf of the owner of the copyrighted work;
11.3.2.2 an identification of the copyrighted work and the location on the Software of the allegedly infringing work;
11.3.2.3 a written statement that the Customer has a good faith belief that the disputed use is not authorized by the owner, its agent or the law;
11.3.2.4 the Customer’s name and contact information, including telephone number and email address; and
11.3.2.5 a statement by the Customer that the above information in the notice is accurate and, under penalty of perjury, that the Customer is the copyright owner or authorised to act on the copyright owner’s behalf.
The contact information for the Suppliers DMCA Agent for notice of claims of copyright infringement is: Attention Copyright Agent, Airnow Data Ltd., 15 Bishopsgate, London, EC2N 3AR, U.K.
On termination of this agreement for any reason:
11.3.3 all licences granted under this agreement shall immediately terminate and the Customer shall immediately cease all use of the Services and/or the Documentation;
11.3.4 each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the other party, including any Derived Data;
11.3.5 the Supplier may destroy or otherwise dispose of any of the Customer Data in its possession unless the Supplier receives, no later than ten days after the effective date of the termination of this agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. The Customer shall pay all reasonable expenses incurred by the Supplier in returning or disposing of Customer Data; and
11.3.6 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 agreement which existed at or before the date of termination shall not be affected or prejudiced.

12. FORCE MAJEURE

The Supplier shall have no liability to the Customer under this agreement if it is prevented from or delayed in performing its obligations under this agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of 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 Customer is notified of such an event and its expected duration.

13. CONFLICT

If there is an inconsistency between any of the provisions in the Order Form and these Conditions, the provisions in the Order Form shall prevail.

14. VARIATION

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

15. WAIVER

No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

16. RIGHTS AND REMEDIES

Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

17. SEVERANCE

17.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

18. ENTIRE AGREEMENT


This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

19. ASSIGNMENT


19.1 The Customer 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 agreement.
19.2 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 agreement.

20. NO PARTNERSHIP OR AGENCY


Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

21. THIRD PARTY RIGHTS

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

22. NOTICES

Any notice required to be given under this agreement shall be in writing and shall be delivered by hand or sent by pre-paid first-class post or recorded delivery post to the other party at its address set out in this agreement, or such other address as may have been notified by that party for such purposes, or by email to the other party’s email address as set out in this agreement.

23. GOVERNING LAW

This agreement 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.

24. 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 agreement or its subject matter or formation (including non-contractual disputes or claims).

This agreement has been entered into on the date stated in the Order Form.

Questions?

If you have any questions or concerns regarding anything in this Policy, please contact us directly.

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