SUBSCRIPTION TERMS | Social Listening

SUBSCRIPTION AGREEMENT

PLEASE READ THIS SUBSCRIPTION AGREEMENT BEFORE USING THE STANDTOSPRINT PRODUCTS AND SERVICES. BY CLICKING ON THE CHECKBOX THAT DEMONSTRATES ACCEPTANCE OF THIS AGREEMENT, OR BY USING THE STANDTOSPRINT PRODUCTS AND SERVICES, CUSTOMER SIGNIFIES ITS ASSENT TO THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF A COMPANY OR AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT COMPANY OR ENTITY. IF CUSTOMER DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT PURCHASE OR USE THE STANDTOSPRINT PRODUCTS.

This Subscription Agreement (“Agreement”) is entered into by and between WSA RPUK Limited trading as Standtosprint (“Standtosprint”) and the purchaser or user of the Standtosprint offering that accepts the terms of this Agreement (“Customer”). The effective date of this Agreement (“Effective Date”) is the date Customer accepts the Agreement terms on the Standtosprint website by filling in the online form and submitting the information. Such submitted information will also indicate the subscription type as well as the details of the services to be provided.

1. SUBSCRIPTION AND REPORTS
1.1 Subscription. Information provided by the Customer in a subscription form via Standtosprint website (an “Order Form”) will specify the subscription purchased by Customer and specific search term (maximum of one search term per subscription) which shall be used by Standtosprint to provide the Customer with a social sentiment report which shall be based on Standtosprint’s then current standard functionality (the “Report”). Report/s
1.2 Restrictions on Use. Customer shall only use the Report/s for its internal business benefit only and shall not, and shall not permit or encourage any third party to: (a) use the Standtosprint Report/s in any way including (but not limited to) for third-party benefit, resale, time-sharing or service bureau use; (b) copy the format and layout of the form; (c) redrafted, reordered or use any portions of the Standtosprint Report/s; (d) use the Report/s or its contents for any illegal, unethical, malicious, unprofessional or vexatious purposes which amongst others includes use of the same to harass, annoy or promote the same or any type of hatred or criticism; or (e) use the Report/s or its contents in violation of the Data Protection Act 2018 or any other applicable data privacy laws, rules and regulations (including those of GDPR). The foregoing restriction is inapplicable to the extent prohibited by applicable law; provided that, in the event that Customer intends to copy, reformat or share the Standtosprint Report/s, Customer shall first provide Standtosprint with written notice thereof. Customer may permit its third-party service providers use the Standtosprint Report/s to provide outsourced services to Customer, and Customer will be solely responsible for such service provider is not for their benefit and that the service provider shall maintain compliance with this Agreement. The Customer hereby acknowledges and agrees that the search term provided to Standtosprint under the Order Form shall not include or refer to any individual or person (including any online handle, alias, nickname or other reference) and instead shall be a company name, brand name or a word that does not imply or refer to an individual in any way.
1.3 Copies. Customer may make copies of the Standtosprint Report/s as reasonably necessary for its internal business benefit for its internal business benefit , provided that each such copy shall include Standtosprint’s copyright and any other proprietary notices that appear on the original copies of the Standtosprint Report/s.
1.4 Standtosprint Audit Rights. Standtosprint reserves the right, upon prior notice to Customer and during normal business hours, to audit Customer’s usage of the Standtosprint Report/s and Customer’s compliance with the terms of this Agreement.

1.5 Reservation of Rights. Standtosprint reserves all rights not expressly granted in this section. No rights are granted by implication.
1.6 Delivery of Materials. The Standtosprint Report/s, and any versions thereof will be delivered only through an electronic transfer by email.

2. USER AND PERFORMANCE DATA. Standtosprint may from time to time use and process data about Customer’s use of the Standtosprint Report/s and Third Party Report/s for the purposes of creating statistics and analytics data. Standtosprint may use such data for its own business purposes, including to maintain and improve the Standtosprint Report/s, third party report/s and other services and to monitor and analyse its activities in connection with the performance of such services. Standtosprint will use user data in accordance with Standtosprint’s Privacy Policy located at https://www.standtosprint.com/privacy-policy .

3. FEES, TAXES AND PAYMENT TERMS
3.1 Fees. Customer shall pay Standtosprint the fees in the amount set forth in the applicable Order Form (“Fees”) in accordance with the Order Form terms and the terms of this Agreement.
3.2 Taxes. Customer shall, in addition to the other amounts payable under this Agreement, pay all applicable customs, duties, sales, use, value added, withholding, or other taxes, however designated, which are levied or imposed because of the transactions contemplated by this Agreement. If Customer is compelled to make a deduction or set-off for any such taxes, it will pay to Standtosprint such additional amounts as are necessary to ensure receipt by Standtosprint of the full amount Standtosprint would have received but for the deduction.
3.3 Payment Terms. Except as otherwise set forth in the applicable Order Form, the Customer shall pay the subscription Fees set out in the Order Form at the time of subscription and them monthly until such time when the subscription is terminated under this Agreement. In addition, Standtosprint reserves the right to immediately suspend provision of services and Report/s to the Customer as well as Customer’s right to use Standtosprint Report/s upon notice to Customer for any failure by Customer to pay any amount due and payable hereunder in accordance with this section.

4. OWNERSHIP. Customer acknowledges that Standtosprint or its licensors retain all proprietary rights, title and interest, including all intellectual property rights, in and to the Standtosprint Report/s and any changes, corrections, enhancements, updates and other modifications thereto (collectively, “Modifications”), and as between the parties all such rights shall vest in Standtosprint. Customer acknowledges that the licenses granted in section 1.2 do not include the right to prepare any Modifications of the Standtosprint Report/s.

5. CONFIDENTIALITY
5.1 Nondisclosure and Limited Use. Each party shall retain in confidence the information and know-how disclosed or made available by the other party pursuant to this Agreement which is either contained in the Report or designated in writing as proprietary and/or confidential, if disclosed in writing, or if disclosed orally, is designated in writing (which may be via email) as confidential within thirty (30) days of the oral disclosure or should reasonably be understood to be confidential by the recipient (“Confidential Information”). The Standtosprint Report/s and Modifications shall be Standtosprint’s Confidential Information regardless of whether marked as such. Each party agrees to: (a) maintain the confidentiality of the other party’s Confidential Information; (b) refrain from using the other party’s Confidential Information except for the purpose of performing its obligations under this Agreement; and (c) not disclose such Confidential Information to any third party except to employees and subcontractors as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding written use and disclosure restrictions at least as protective as those set forth herein which the receiving party agrees to enforce)). Each party shall immediately notify the other party of any unauthorised disclosure or use of any Confidential Information and assist the other party in remedying such unauthorized use or disclosure by taking such steps as are reasonably requested by such other party. The foregoing obligations will not apply to Confidential Information of the other party which is: (i) already publicly known without breach of this Agreement; (ii) discovered or created by the receiving party without use of, or reference to, the Confidential Information of the disclosing party, as shown in records of the receiving party; (iii) otherwise known to the receiving party through no wrongful conduct of the receiving party, or (iv) required to be disclosed by law or court order; provided that the receiving party shall provide prompt notice thereof and reasonable assistance to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure. Moreover, either party hereto may disclose any Confidential Information hereunder to such party’s agents, lawyers and other representatives (and only subject to confidentiality obligations at least as protective as those set forth herein which the receiving party agrees to enforce)) or any court of competent jurisdiction as reasonably required to resolve any dispute between the parties hereto.
5.2 Remedies. Any breach or threatened breach of this section may cause irreparable damage to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving party, without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.

6. LIMITED WARRANTY
6.1 Scope of Limited Warranty. Standtosprint only warrants to provide a Report in accordance with the subscription terms. Standtosprint does not warrant that the Report/s will be sent to the Customer on any particular date of each month or that the Report/s shall be provided without interruption. All other warranties express or implied are hereby excluded.
6.2 Customer’s express acknowledgment. The Customer agrees and acknowledges that the content of the Report will not provide any particular insight or opinion. The Customer further agrees and acknowledges that (i) the information in the Report originates from social media and other public sources as contributed by general public and third parties therefore the Customer must not rely upon such information as being accurate and in so relying on the contents of the Report, it does so at its own risk and liability (ii) the contents, opinions and facts included in the Report are not held or originated from Standtosprint, its employees or affiliates and any inappropriate, offensive or inaccurate content and/or statements that may appear in the Report/s shall not be the responsibility of Standtosprint (or its employees and affiliates) nor will Standtosprint (or its employees and affiliates) have any liability to the Customer or any third party for the same; and (iii) the results included in the Report are a result of search word/phrase provided by the Customer and standard non-specific reporting functionality used by Standtosprint as provided by Standtosprint and third party providers.
6.2 Exclusive Remedy. Standtosprint’s sole liability and Customer’s exclusive remedy under the limited warranty set forth above will be, at Standtosprint’s election, to attempt, through reasonable efforts and where technically feasible, to correct any failure to provide Report/s to the Customer. The above remedy is available only if (a) the Customer is not in breach of any terms of the Agreement, (b) Customer notifies Standtosprint in writing within 7 days from the failure to provide a Report, and (c) Standtosprint’s examination of the matter discloses that such non-conformity exists.
6.3 Disclaimer of Any Other Warranties. EXCEPT FOR THE EXPRESS, LIMITED WARRANTY PROVIDED IN THIS SECTION, STANDTOSPRINT MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE STANDTOSPRINT REPORT/S, ANY SWRVICES PROVIDED TO THE CUATOMER OR ANY OTHER MATERIALS OR SUPPORT SERVICES PROVIDED HEREUNDER. STANDTOSPRINT SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OR TRADE, AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE STANDTOSPRINT REPORT/S IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

7. INFRINGEMENT INDEMNIFICATION. The Customer shall defend, indemnify and hold harmless Standtosprint (its employees, directors and affiliates), at Customer’s own expense, from any third-party claims, demands or lawsuits (threatened or actual and including any loss, damage, expense, penalty or liability rising therefrom either directly or indirectly) brought against Standtosprint (its employees, directors or affiliates) arising out of or in relation to the Customer’s use of the Report/s, its use of any information contained within the Report/s, its actions resulting directly or indirectly from the contents, views or interactions resulting from the contents of the Report/s, its non-compliance with the terms hereof (including but not limited to Limitations of Use) or its non-compliance with the requirements of the Data Protection Act 2018 or any other applicable data privacy regime, and will pay such loss, damage, expense, penalty or liability attributable to such action or threat, provided that Standtosprint: (a) notifies the Customer of any such action or threat; and (b) gives the Customer all reasonable information and assistance regarding such action or threat.

8. LIMITATION OF LIABILITY. EXCEPT AS SET OUT IN (C) BELOW:
(A) IN NO EVENT SHALL STANDTOSPRINT’S LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO STANDTOSPRINT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY;
(B) STANTOSPRINT WILL NOT BE LIABLE TO THE CUTSTOMER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS, REPUTATION, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY CLAIM OR DEMAND BY ANY OTHER PARTY, HOWEVER CAUSED AND (TO THE FULLEST EXTENT PERMITTED BY LAW) UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE AND TORT) EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
(C) NOTHING IN THIS AGREEMENT SHALL LIMIT EITHER PARTY’S LIABILITY FOR A. FRAUD, FRAUDULENT MISREPRESENTATION; B. FOR DEATH OR PERSONAL INJURY; OR C. ANY OTHER LIABILITY THAT CAN NOT BE EXCLUDED UNDER APPLICABLE LAW.

9. TERM AND TERMINATION
9.1 Term. By agreeing to the terms of this Agreement, the Customer is entering into a monthly subscription arrangement therefore there is no minimum term for this Agreement but it shall continue until Customer or Standtosprint terminate it in accordance with the terms hereof (the “Term”).
9.2 Termination. Either party may terminate this Agreement and any Order Form (i) for convenience, except Standtosprint shall be able to do so with immediate effect and the Customer shall be able to do so with 30 days written notice to Standtosprint; and (ii) upon breach by the other party of any material obligation under this Agreement which has not been cured within thirty (30) days after providing written notice of such breach to the other party. For the avoidance of doubt, Standtosprint shall where reasonably possible seek not to take the next month’s subscription payment where the Customer has provided at least 7 working days’ notice of termination to Standtosprint, however this is not a contractual commitment from Standtosprint as in some circumstances the ability to effect termination at short notice may depend on system and supplier terms and conditions. Standtosprint may also terminate this Agreement immediately if the Customer: (a) terminates or suspends its business; (b) becomes subject to any bankruptcy or insolvency proceeding under Federal or state statute; (c) becomes insolvent or subject to direct control by a trustee, receiver or similar authority; (d) has wound up or liquidated, voluntarily or otherwise; or (e) causes any adverse reputational impact on Standtosprint, its employees, directors or affiliates .
9.3 Effect of Termination. The provisions of this Agreement that by their nature extend beyond the termination of this Agreement will survive termination (including but not limited to confidentiality and data privacy obligations) which shall continue to apply to the Customer for as long as the Customer retains any copies of the Report/s and or uses any information or content derived therefrom. No later than five (5) days after termination of this Agreement, Customer shall return to Standtosprint or, upon Standtosprint’s request, destroy or render inaccessible, at Customer’s sole expense, all Confidential Information of Standtosprint and materials containing any Confidential Information of Standtosprint, and discontinue use of the Standtosprint Report/s, including all copies thereof. Nothing contained herein shall limit any other remedies that Standtosprint may have for the default of Customer under this Agreement nor relieve Customer of any of its obligations incurred prior to such termination or limit Standtosprint’s ability to enforce the same after termination.

10. MISCELLANEOUS
10.1 Assignment. Customer shall not assign or otherwise transfer this Agreement or any rights or obligations hereunder or the Report/s in whole or in part, whether by operation of law or otherwise, to any third party without Standtosprint’s prior written consent. Any purported transfer, assignment or delegation without such prior written consent will be void and of no force or effect. Notwithstanding the foregoing, either party shall have the right to assign this Agreement to any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization or otherwise. Subject to this section, this Agreement shall be binding upon and inure to the benefit of the parties hereto, and their respective successors and permitted assigns.
10.2 Entire Agreement; Modification; Waiver. This Agreement, together with its exhibits and the Order Form, represents the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, with respect to the matters covered by this Agreement, and is not intended to confer upon any third party any rights or remedies hereunder. Customer acknowledges that it has not entered in this Agreement based on any representations other than those contained herein. Notwithstanding any other terms of this Agreement, this Agreement may be modified by Standtosprint upon provision of written notice to the Customer. No other modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing and signed by both parties. Any different or additional terms of any Customer purchase order or confirmation even if signed by the parties shall have no force or effect. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default.
10.4 Delays. In the event that either party is prevented from performing or is unable to perform any of its obligations under this Agreement (other than any payment obligation) due to any Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, destruction of production facilities, riot, insurrection, material unavailability, or any other cause beyond the reasonable control of the party invoking this section, and if such party shall have used its commercially reasonable efforts to mitigate its effects, such party shall give prompt written notice to the other party, and the time for the performance shall be extended for the period of delay or inability to perform due to such occurrences. Nothing herein is intending to deprive either party from its rights as set out elsewhere in the Agreement. The Customer agrees that the such delays cannot be used as an excuse or justification for the delay in meeting its payment obligations hereunder.
10.5 Governing Law. This Agreement shall in all respects be governed by the laws of England and Wales. All disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the English Courts. Customer hereby consents to the personal and exclusive jurisdiction and venue of these courts. The parties hereby disclaim and exclude the application hereto of the United Nations Convention on Contracts for the International Sale of Goods.
10.6 Severability. If any provision of this Agreement is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it shall be replaced with the valid provision that most closely reflects the intent of the parties and the remaining provisions of the Agreement will remain in full force and effect.
10.7 Relationship of the Parties. Nothing in this Agreement is to be construed as creating an agency, partnership, or joint venture relationship between the parties hereto. Neither party shall have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other party, whether express or implied, or to bind the other party in any respect whatsoever. Standtosprint and its affiliates may identify the Customer as a customer on its website or other publications/marketing materials and the Customer expressly authorise Standtosprint and its affiliates to use the Customer company name and logo for such a purpose.
10.8 Notices. All notices permitted or required under this Agreement shall be in writing and shall be deemed to have been given when an email is sent to a designated email address as provided by the Customer to Standtosprint in the Order Form or as provided by Standtosprint to the Customer.
10.9 Disputes. In the event of any dispute between the parties hereto, each party shall use reasonable endeavours to resolve such a dispute within 14 days from first being notified of the same by the other party. If within such time the dispute has not been resolved, parties shall enter into mediation and shall use commercially reasonable endeavours to reach an agreement. Nothing shall prevent either party from stopping the mediation process and referring the dispute to the English Courts in the event that agreement is not reached as a result of mediation.

HOME