Software License and Services Agreement

Last updated: January 17, 2022

This privacy policy applies to all information collected through our main website (such as https://www.numbereight.ai), and/or any related services (we refer to them collectively in this privacy policy as the “Sites”).

Please read this privacy policy carefully as it will help you make informed decisions about sharing your personal information with us.

Background

  1. NumberEight has developed certain software applications and platforms which it makes available under these terms to customers on a free/trial license and/or SaaS services basis.

  2. Subject to completing the relevant signup process, acceptance of these terms, and ongoing compliance by the Customer, NumberEight has agreed to provide, such licenses and/or services.

1. Interpretation

1.1. In this Agreement, unless the contrary intention appears:

“Agreement” means these terms and conditions together with all the recitals, clauses, schedules, annexes and all other documents referred to herein;

“Authorised Users” means those employees, agents and contractors of the Customer who use the Services on behalf of the Customer;

“Customer App” means the Customer’s own User facing app used by the Customer in connection with the SDK;

“Customer Data” means all information, data, content or other materials supplied, inputted into, or processed using the Platform, by the Customer its Authorised Users, or otherwise on its behalf, including from any Customer System, and including any personal data or other information or data relating to Users;

“Customer Output Data” means all information specific to the Customer and derived from Customer Data, as made available through the output of the SDK, through the Portal, or via other means such as emailed reports;

“Customer Materials” means all materials, video, text, pictures, images, sound, graphics, data, information, logos or other materials used by the Customer in connection with the Customer System;

“Customer System” means the Customer’s own system, CMS or other functionality, including the Customer App, that it uses to interact with the Platform;

“Data controller”“data processor”“processing”“data subject” and “personal data” shall have the same meaning as defined the GDPR;

“Documentation” means any documentation, information, instructions, rules or guidance provided by NumberEight in relation to the Platform;

“Intellectual Property Rights” means all intellectual property rights, howsoever arising and in whatever media, whether or not registered or capable of registration, including copyright, database rights, confidential information, patents, trademarks, service marks, trade names, design rights, moral rights, business names, domain names and other similar rights and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;

“Laws” means any applicable legislation, regulation, by law, ordinance, subordinate legislation, code of practice, published guidance and other requirements of any relevant government or governmental agency;

“Platform” means the NumberEight platform via which the Services are enabled, being the SDK Items, Portal and Documentation, and all versions, amendments and improvements thereto and/or any other tools, methods, models, know how, code, functionality or other elements owned or developed by NumberEight including during the provision of the Services;

“Platform Output Data” means all usage and/or statistical or other data, information, learnings or know how related to and/or derived from the use of the Platform by customers and users, only in anonymised and aggregated form, and at all times not including Customer Data or Customer Confidential Information;

“Portal” means the NumberEight owned web portal made available by NumberEight to enable the Customer to view and interact with the Customer Output Data, see billing information, and also to manage the administration of the SDK keys;

“SDK Items” means the NumberEight owned SDK(s) made available by NumberEight to add functionality the Customer App to and enable it to interact with the rest of the Platform;

“Services” means the services to be supplied by NumberEight under this Agreement, via the Platform;

“User(s)” means the users of the Customer App.

2. SDK Items License and Portal Access

2.1. Subject to completing the relevant signup process, acceptance of these terms, and ongoing compliance by the Customer, NumberEight will provide the Services.

2.2. As applicable to fulfil the Services, NumberEight grants to the Customer non-exclusive, non-transferable, royalty free licence in relation to the SDK Items:

  1. to install and use the SDK Items on and with the Customer App, and to distribute the SDK Items to Users solely as part of the Customer App;

  2. to make a reasonable number of copies of the SDK Items for back-up and recovery purposes;

  3. to copy and use the Documentation for the purposes of integrating and operating the SDK Items as permitted hereunder.

2.3. As applicable to fulfil the Services, NumberEight grants to the Customer non-exclusive, non-transferable, royalty free permission to access the Portal and the functionality made available therein.

3. NumberEight's Disclaimers

3.1. The Platform and Services are provided “as is” and “as available”.

3.2. In any event, NumberEight:

  1. does not warrant that the Customer’s use of the Platform and/or Services will be uninterrupted or error-free; and

  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 Customer acknowledges that the Platform and/or Services are dependent on various third party networks, platforms, services, infrastructures and API’s, and as such NumberEight can give no guarantee of availability or functionality, and the Platform and/or Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities and third party networks, platforms, services, infrastructures and API’s; and

  3. makes no warranties or other assurances as to the fitness for purpose of the Platform and/or Services nor that they will meet the Customer’s requirements or produce any specific business benefits, have any particular effectiveness nor create any revenue or other benefits.

3.3. In any event, all conditions, warranties or other terms which might have effect between the parties or be implied or incorporated into this Agreement whether by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by law, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality and fitness for purpose.

4. Customer's Obligations and Warranties

4.1. The Customer shall:

  1. obtain and shall maintain all necessary licences, consents, and permissions necessary for NumberEight, its contractors and agents to perform their obligations under this Agreement;
  2. comply with all applicable Laws with respect to its activities under this Agreement.

4.2. In relation to the Authorised Users, the Customer shall:

  1. not provide access to the Platform other than to its Authorised Users;

  2. procure that each Authorised User keeps secure the password and account details for their use of the Platform, and that such password is kept confidential;

  3. be responsible for all activities that occur under the Customer’s account, and for any access to or use of the Platform including submission of Customer Data or other data by any person or entity using the account or any password whether or not such access, submission or use has been authorised by the Customer;

  4. if it believes that there has been any breach of security such as the disclosure, theft or unauthorised use of any username or password, notify NumberEight immediately;

  5. ensure that the Authorised Users are notified of the relevant terms and conditions, rules or restrictions relating to their usage and access of the Platform and/or Services, and in any event that they use the Platform and/or Services in accordance with the terms and conditions of this Agreement, and the Customer shall be responsible for any Authorised User’s breach of this Agreement.

4.3. The Customer shall not permit any third party to:

  1. attempt to download, copy, modify, create derivative works from, frame, mirror, republish or distribute any portion of the Platform except to the extent expressly set out in this Agreement; or

  2. attempt to copy, adapt, decompile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; or

  3. access or use the Platform in order to build a product or service which competes with the Platform and/or the Services;

  4. resell, sublicense or otherwise use the Platform and/or Services to provide services to third parties, unless otherwise specifically agreed in writing;

  5. attempt to obtain, or assist third parties other than Authorised Users, in obtaining access to the Platform; or

  6. access, store, distribute or transmit any viruses into or via the Platform and/or Services.

4.4. The Customer warrants and represents that:

  1. it has full right, power and authority to enter into this Agreement;

  2. it has all the rights, licences, permits, approvals and clearance of third party rights as required by the Laws and as are necessary to perform its obligations under this Agreement;

  3. the Customer Data, Customer Materials, Customer System will not, infringe the statutory, common law, or Intellectual Property Rights or any other right, title or interest, of any third party, and the same shall not, nor shall it otherwise use the Platform or Services in a way that could be unlawful, harmful, threatening, defamatory, obscene, indecent, infringing, discriminatory, hateful, abusive, harassing or racially or ethnically offensive, facilitate illegal activity, promote unlawful violence, or be in breach of any confidentiality.

4.5. The rights and services provided under this Agreement are granted to the Customer only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Customer.

5. Data Protection and Users

5.1. In connection with its supply of the Services, NumberEight (as data processor) may be required to process personal data on behalf of the Customer (as data controller). In such circumstances the parties will each comply with all applicable Laws, including the GDPR and the UK GDPR and or the Data Protection Act 2018.

5.2. Notwithstanding the above, in relation to any personal data provided by it to NumberEight, the Customer will:

  1. ensure it has all appropriate rights, consent or other legal basis to use and enable NumberEight to process the personal data;

  2. give its Users all relevant information and disclosures, including in its privacy notices, in relation to the collection and use of their personal data, including in relation to the role of NumberEight and the functionality enabled;

  3. prominently display a privacy notices as appropriate to all Users;

  4. only provide personal data relating to individuals who are 13 years of age or over;

  5. otherwise comply with industry best practice in relation to transparency and notices to Users in relation to personal data and the relevant functionality enabled, along with any relevant 3rd party platform or store terms and conditions or policies or requirements, including but not limited to the Google Play and Apple developer guidelines accessible via the following URLs:
    https://play.google.com/about/privacy-security-deception/
    https://developer.apple.com/documentation/uikit/protecting_the_user_s_privacy.

5.3. The Customer acknowledges that NumberEight is not at any time giving advice or direction in relation to any regulatory or legal matters, or security requirements or best practice, including in relation data protection, privacy, terms and conditions or other compliance. The Customer agrees it will take its own advice and be solely responsible (to the exclusion of NumberEight) in relation to all such matters.

6. Intellectual Property Rights

6.1. Subject to clause 6.2, the Customer acknowledges and agrees that NumberEight and/or its licensors own all Intellectual Property Rights in the Platform, Services, Platform Output Data. Except as stated in this Agreement NumberEight does not grant the Customer any rights in respect of the Platform, Services, Platform Output Data or any related documentation.

6.2. NumberEight acknowledges and agrees that the Customer and/or its licensors own all Intellectual Property Rights in the Customer Data, Customer Output Data and Customer Materials. Except as stated in this Agreement the Customer does not grant NumberEight any rights in respect of the Customer Data or Customer Materials.

7. Indemnities

7.1. The Customer will indemnify NumberEight from and against any and all losses, damages, claims, costs and expenses (including reasonable external legal expenses) suffered or incurred by or awarded against NumberEight arising from any third party claims or actions as a result of or in connection with any breach by the Customer of this Agreement.

8. Confidentiality

8.1. Neither party shall without the consent of the other during the term of this Agreement or following its termination use the other party’s “Confidential Information” (meaning all information in any form which is secret or not publicly available either in its entirety or in part including commercial, financial, marketing, or technical information, know how, trade secrets, business methods and other information in any form, and any reproductions of such information in any form or any part(s) of this information) for any purpose other than as strictly necessary in connection with this Agreement nor disclose to any other person unless necessary for the performance of obligations under this Agreement.

8.2. NumberEight acknowledges that the Customer Data is the Confidential Information of the Customer. The Customer acknowledges that details of this Agreement, Platform and/or the Services, are the Confidential Information of NumberEight.

9. Limitation of Liability

9.1. Nothing in this Agreement shall in any way exclude or limit either party’s liability for death or personal injury caused by negligence or for fraud or fraudulent misrepresentation or for any other liability which may not be excluded by law.

9.2. Subject to clause 9.1, neither party will be liable, whether in contract, tort (including negligence) breach of statutory duty, or otherwise, for any of the following losses or damage (whether or not such losses or damage were direct, foreseen, foreseeable, known or otherwise) howsoever arising in respect of any:

  1. special, indirect, incidental or consequential loss or damage;
  2. loss of actual or anticipated profits;
  3. loss of business or contracts;
  4. loss of revenue or of the use of money;
  5. loss of anticipated savings; and/or
  6. loss of goodwill;

arising out of or in connection with this Agreement.

9.3. Subject to clause 9.1 NumberEight’s total aggregate liability arising out of, or in connection with this Agreement whether in contract, tort (including negligence) breach of statutory duty, or otherwise, shall otherwise in no event exceed £100.

10. Term and Termination

10.1. NumberEight may terminate this Agreement by giving written notice to the Customer:

  1. immediately if the Customer is in material breach of any provision of this Agreement;
  2. in any event on 7 days’ notice.

10.2. On termination of this Agreement for any reason:

  1. NumberEight may destroy or otherwise dispose of any of the Customer Data in its possession unless NumberEight receives, no later than ten working days after the effective date of the termination, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. NumberEight shall use reasonable commercial endeavours to deliver the back-up to the Customer within 90 days of its receipt of such a written request. The Customer shall pay all reasonable expenses incurred by NumberEight in returning or disposing of Customer Data.

11. Assignment

11.1 Customer shall not, without the prior written consent of NumberEight assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement.

12. Publicity

12.1 Neither party shall make or issue any announcement or public circular relating to the subject matter of this Agreement without the prior written approval of the other. NumberEight may use the name of Customer and samples of the services provided and/or deliverable created by NumberEight or Customer as a factual reference to the fact that the Customer is or was a customer, on its website and in pitch materials, without the prior written consent of Customer.

13. Governing Law and Jurisdiction

13.1 This Agreement and any disputes relating to it will be governed by and construed in accordance with English law and the parties submit to the exclusive jurisdiction of the English courts for such purposes.