TRIAL ACCOUNT - TERMS AND CONDITIONS

Last Updated 21st May 2024

”Agreement” means these terms, your Order(s), any Statement(s) of Work between you and us, the Data Protection Addendum, Privacy Notice and any attachments and addendums.

”Aguru’ means Aguru UK Ltd or an Affiliate thereof.”we”, “us’ and “our’ also means Aguru UK Ltd or an Affiliate thereof.

”API” means the application programming interface(s) operated or used by Aguru for the provision of Trial Service, Service.

”Applicable Law’ means any law, enactment, regulation, or rule applicable to the Parties, including but not limited to the Data Protection Laws.

”Authorised Users’ means the employees, agents and independent contractors of you, your subsidiaries and affiliates, who you authorise to use the Service, Trial Service, the Software and the Documents, and in accordance with this Agreement.

”Customer” means a company incorporated and registered with a company number and registered address entering into any Agreement with Aguru.

”Data” means the data, information or material provided, inputted or submitted by Customer, Authorised Users, or otherwise on your behalf, into the Trial Service, Service, and/or Software.

”Documentation” / “Documents” means any online documents that may be provided as part of the Trial Service and Service, including the online or written user guides, specifications and manuals regarding the Service and/or Trial Service, and any updates hereto.

”Effective Date” is the date when you sign this Agreement.

”Force Majeure” means an act of God (a natural disaster, accident or epidemic) or another event outside of reasonable control of the part seeking excuse of performance.

”Good Industry Practice” means the exercise of that degree of skill, care, prudence, efficiency, foresight and timeliness and would be expected from a leading company within the relevant industry or business sector.

‘Input” means input to the Software, Service and/or Trial Service provided by the Authorised Users.

”Intellectual Property Rights” means rights recognised by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), mask work rights, trade secret rights, trademarks, service marks, domain name rights, database rights, know-how, rights in confidential information and all other intellectual property rights, in each case, whether registered or unregistered and including all applications (or rights to apply) for and renewals and extensions of, such rights an dall similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

”License” means this legal agreement

”Order” means an ordering document executed by you and us for subscription to Service and/or if applicable, for the provision of professional services by us.

”Personal Data” shall have the same meaning as in the Data Protection Laws

”Privacy Policy” means the Aguru privacy policy found Here, as updated from time to time.

”Service” means the products, services and data made available online by Aguru, including any associated offline or mobile components, but excluding Third Party Services.  

”Software” means any online software applications provided as part of the Trial Service pursuant to the terms and conditions of this Agreement.

”Support Services’ means support provided in relation to the Service by or on behalf of Aguru to you.

”Third Party Provider” means any Third Party Service provided by a party other than Aguru.

”Third Party Services” means any services used in connection with the Trial Service that are hosted or provided by a person or entity other than Aguru, whether linked to, integrated with, or connected to the Trial Service by you or Aguru.

”Trial Service” means the beta programme Service, provided on an “as is” basis at the sole and absolute discretion of Aguru. It may include the products, services and data made available online by Aguru, including any associated offline or mobile components, but excluding Third Party Services.  Such provision is on the basis of beta access or testing or on the basis of a trial, evaluation, preview, pre-release, prototype, or pilot. The Trial Service may include any modifications, enhancements, updates, revisions and derivative works thereof. 

”Virus’ means anything or device (including any software, code, file or programme) which may; prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, data, or the user experience, including worms, Trojan horses, viruses and other similar things or devices.

“You” or “Your” means the person accepting this Agreement, provided that if such acceptance is on behalf of a Company or other legal entity then: (i) the signatory represents that he/she/they has the authority to bind such entity to the terms of this Agreement; (ii) “you” and “your” refers to such entity; and (iii) you may be referred to as “Company” in orders.

Other capitalised terms have the respective meanings given to them elsewhere in this Agreement.

The Trial Service

1.1 The Trial Service may include access to all or limited parts of the Trial Service, Software and/or Documentation and we reserve the right to modify access and functionality at any time.  We will, of course, take reasonable steps to notify you in advance of any material changes, when practical to do so.

1.2 This Agreement governs your use of the Trial Service however accessed, including via an internet browser, smartphone, tablet or other internet connected device.

Term and Termination

2.1 Trial Service. You may be provided an opportunity to participate in beta or early access programs that are integrated into or are separate from the Service (“Trial Service”). By opting-in to a Trial Service, Aguru grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license right to access and use the Trial Service. You agree that (a) Trial Service are made available to you on an “as is” and “as available” basis and may contain errors, omissions, bugs, and similar inconsistencies and (b) Aguru has no obligation to correct any such errors. Aguru reserves the right to modify or terminate your use of any Trial Service at any time in our sole discretion. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR USE OF A TRIAL SERVICE. Additionally, by opting-in to use a Trial Service, you agree to provide feedback regarding your experience with the Trial Service, upon our reasonable request. If, at any time and for any reason, you choose to opt-out of our communications regarding a Trial Service, you acknowledge and agree that we may terminate your use of the Trial Service.

2.2 Acceptance. Upon acceptance of the Agreement, use of the Trial Service, and/or completion of the implementation process, you are deemed to have accepted the Trial Service “as-is”. There may be updates to the Trial Service released periodically and your continued use of the Trial Service constitutes acceptance of the most recent version of the Trial Service. If you are unsatisfied with the Trial Service for any reason, your sole remedy is to cancel your subscription pursuant to the terms of this Agreement.

2.3 Trial Service Term. This Agreement will remain in effect (a) for as long as Aguru continues to offer a Trial Service at it’s sole and absolute discretion, (b) you are actively using the Trial Service and constructively participating with sharing feedback or (c) if you elect to use the Trial Service for a free trial period, and do not purchase a subscription before the end of such period, until the end of the free trial period (the “Term”). A typical trial period term may be three months from the Effective Date of the Agreement. Aguru may determine and vary the Term of a free trial period from time to time, at its sole and absolute discretion.

2.4 Effective Date is the date that you click to accept these terms and conditions.

2.5 Cancellation. You are solely responsible for the proper cancellation of your subscription. You may cancel your subscription at any time by clicking ‘Remove Account’ in Settings, or similar.

2.6 Suspension and Termination of Service. Aguru may suspend your access to the Trial Service and terminate this Agreement and your use of the Trial Service at any time in the event you materially breach this Agreement and you do not cure such breach within 30 days of Aguru providing you with written notice of such breach (including notice by email), or earlier if a specific subscription or Additional Terms provides otherwise. Notwithstanding the foregoing, Aguru may immediately suspend or terminate your access to the Trial Service without liability if you are in violation of Sections 4.1, 4.4, 4.6, 4.7, 4.9 or 4.10 of this Agreement, as determined by Aguru in its sole discretion. Aguru may also downgrade, suspend or terminate your access to the Trial Service without liability, after providing you with 7 days’ advance written notice, if (a) you fail to affirmatively agree to material modifications of this Agreement pursuant to Section 3.1 below, or (b) you do not log in to or otherwise use the Trial Service for a period of 14 days or more if you have a free account. For instances other than non-payment or violation of Sections 4.1, 4.4, 4.6,4.7, 4.9 or 4.10, in the event you cancel one or more of your subscriptions or this Agreement is terminated by Aguru or you, notice via email from Aguru will be sent to you at the email address you have provided to us. Aguru reserves the right to manage its customer profile, the risks it will assume, the industries it will serve, and the locations where it will do business, including choosing to not provide services to certain groups, parties, industries, companies, or in certain countries, in its sole discretion.

2.7 Data Downloads and Deletion. In the event your subscription to the Trial Service is terminated, Aguru shall have no obligation to maintain any Data and shall thereafter, unless legally prohibited to do so, or required pursuant to Additional Terms, delete all of your Data contained in the Aguru Trial Service.

Modification of Service or this Agreement

3.1 Levels of Trial Service. The Trial Service may be made available in free or paid versions at different levels. Not all features and functionality of the Trial Service may be available in each version or level. Aguru reserves the right, in its sole discretion, to modify, add, or remove portions and/or functionality of the Trial Service on a temporary or permanent basis, without liability to you or any third party.

3.2 Modification of Agreement. Aguru may modify or update this Agreement at any time for reasons such as, but not limited to, (a) accounting for changes in laws that are applicable to our Trial Service (b) clarifying any wording or terms (c) accounting for new products or services (d) preventing or addressing any abuse of Trial Service offered etc. In the event Aguru determines it is necessary to make a material modification to this Agreement, we notify by sending an email or posting a notice in the Trial Service.  By continuing to access or use the Trial Service after such notice, you are indicating that you agree to be bound by the modified terms.  Notwithstanding the foregoing, if the changes have an adverse material impact on you, failure to accept the material modifications may result in termination or suspension of your access to the Trial Service as described in Section 2.6.  Any new or renewed Agreement will be governed by our then-current terms. 

3.3 Exclusive Remedy. If you are dissatisfied with the terms of this Agreement or any modifications to this Agreement or the Trial Service, you agree that your sole and exclusive remedy is to terminate your subscription and discontinue use of the Trial Service.

Usage Rights; Restrictions; Support

4.1 Usage Rights. During the Term, Aguru grants you a limited, revocable, non-transferable, non-sublicensable, non-exclusive right to access and use the Trial Service and related documentation included in the Trial Service and all modifications and/or enhancements to any of the foregoing via a web browser or other device owned or controlled by you for your internal business use. Nothing in this Agreement obligates Aguru to deliver or make available to you any copies of computer programs or any of the software used to provide the Trial Service, whether in object code or source code form. You agree to use the Trial Service, including beta, only in compliance with all applicable local, state, national, and international laws, rules and regulations (“Applicable Law”). 

You shall not, and shall not agree to, and shall not authorise, encourage or permit any third party to use the Trial Service and/or Software, including the beta:

  • attempt to copy, modify, duplicate create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software, Trial Service, Service and/or Documents (as applicable) in any form or media or by an means; or
  • attempt to de-compile, reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Software, Trial Service or Service; or
  • access all or any part of the Trial Service, Service, Software, or Documents to build a product or service which competes with the Service, Trial Service, Software or the Documents; or
  • use the Service, Trial Service, Software or Documents to provide services to third parties; or
  • license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service, Trial Service, Software or Documents available to any third party except the Authorised Users; or
  • attempt to obtain, or assist third parties in obtaining, access to the Trial Service, Service, Software or Documents, other than as provided under this Agreement.

You shall not use the Trial Service to:

  • distribute or transmit to Aguru any Viruses or Vulnerability and shall implement procedures in line with Good Industry Practice to prevent such distributions and transmission;
  • store, access, publish disseminate, distribute or transmit and material which:
    • is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
      facilitates illegal activity;
    • depicts sexually explicit images;
    • promotes unlawful violence;
    • is discriminatory based on race, gender, colour, religious beliefs, sexual orientation, disability; or
    • is otherwise illegal or causes damage or injury to any person or property.
  • use the Software or any Output (output generated and returned by the Software based on the Input (“Output(s)”) to develop, train or improve any artificial intelligence or machine learning models (separate from authorised use of the Software under this Agreement);
    use the Output to develop and product or service which competes with Aguru;
  • except as permitted through the API, use any automated or programmatic method to extract data or an Output, including scraping, web harvesting, or web data extraction;
  • represent any Output as being approved or vetted by Aguru;
    represent any Output as being an original work or a wholly human-generated work;
  • use the Software for automated decision-making that has legal or similarly significant effects on individuals, unless it does so with adequate human review and in compliance with applicable law;
  • use the Software for purposes or with effects that are discriminatory, harassing, harmful or unethical; and
  • send Aguru any personal information of children under 13 or the applicable age of digital consent.

Authorised Users’ use of the Software for the purposes of security and to help Aguru improve the Services, including the Software.

4.7 Changes. In the event that your use of the Trial Service interferes with or disrupts the integrity, security or availability or performance of the Trial Service or Service, we may modify or temporarily restrict or suspend your use of the Service and/or Trial Service.  The parties will cooperate in good faith to resolve the issue as soon as reasonably possible.

4.8 IF YOU CHOOSE TO USE AND/OR PAY FOR A TRIAL OR TEST ACCOUNT (A LIMITED TIME AND USAGE AGURU ACCOUNT USED FOR TESTING THE SERVICE), YOU AGREE AND ACKNOWLEDGE THAT AGURU MAKES NO WARRANTIES OR GUARANTEES REGARDING THE TEST ACCOUNT.

4.9 API Integration. When you integrate with Aguru using our API, you must use efficient programming, which will not cause an excessive number of requests to be made in too short a period of time, as-determined solely by Aguru. If this occurs, Aguru reserves the right to throttle your API connections or suspend or terminate your Aguru account.

4.10 Data cache limits – From time to time, we may set limits on data cache for the Trial Service.  In the event that this adversely impacts your usage please contact us and we will work in good faith to resolve this issue, which may involve implementing a usage based fee) if permitted by Applicable Law.

4.11 Your Responsibility. You are solely responsible for your Data, and all uses of your Data that occur through your account or any actions taken by your employees, admins, consultants, agents etc. in your account. Access credentials are for use only by you and by your authorised users, in each case in connection with your use of the Trial Service, and you may not sell, transfer, share, or sublicense access credentials to any other person, or permit any other person to do so. You shall maintain the confidentiality of your access credentials and may not transfer them to or allow them to be used by any third party, other than by your authorised users in connection with the use of the Service and/or Trial Service. You must notify us promptly if you become aware, or reasonably suspect, that your account’s security has been compromised. If Aguru believes access credentials have been compromised or misused, Aguru may change any or all access credentials or suspend your account.

4.12 You acknowledge that you retain administrative control as to who is granted access to your account with the Trial Service. Each account is controlled by an account owner tied to a specific email address. If a person within your organisation requests a change to the account owner, we may attempt to contact the account owner for consent, but to the extent that the account owner does not respond to our communications, is otherwise unavailable, or is no longer affiliated with the company, we will transfer the account owner based on our own internal verification methods and at our sole discretion.

4.13 Data & Derived Data: The Customer will own all right, title, and interest in and to all the Data and will have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Data.

 4.13.1 The Customer warrants and represents that it has the authority, including all necessary rights, licences, and permissions, to upload and use, and to permit Aguru to use and Process the Data in accordance with this Agreement. 

4.13.2 The Customer hereby grants to Aguru a worldwide, non-exclusive, irrevocable, royalty-free and fully paid-up licence during the Term to use and access the Data for the purpose of providing the Service and Trial Service.

4.13.2.1 The Customer acknowledges that Aguru may use the Data to improve the performance and functionality of the Software to develop improvements, updates, upgrades, modifications, or derivative works thereof which will constitute improvements.  

4.13.2.2 Aguru may track and analyse the Customer’s and its Authorised Users’ use of the Software and Trial Service for the purposes of security and to help Aguru improve the Service, including the Software.

4.13.2.3 The Customer will on first demand fully indemnify and hold harmless Aguru (and keep Aguru fully indemnified) from and against any and all losses arising directly or indirectly out of, from, under or in relation to any third party claim that the Processing and use of the Data in accordance with this Agreement infringes or misappropriates any third-party Intellectual Property Rights or breaches Data Protection Legislation.

Payment Terms; Automatic Renewal

5.1 Subscription Charge Adjustments. Aguru may at any time, upon notice of at least 14 days, or a longer period if required by English Law, change the price of your subscription or any part thereof, or institute new charges or fees. If you do not agree to any such price changes, then your sole remedy is to cancel your subscription and stop using the Trial Service prior to the commencement of the renewal subscription period for which the price change applies. As stated in 2.5, you are responsible for initiating the cancellation of your subscription to the Trial Service.  Aguru will issue new Agreements to subscribe to any paid for Service.

5.3 Fees and Taxes. All fees are exclusive of all taxes or duties imposed by governing authorities. Other than sales taxes which Aguru may be required to collect from you and remit to appropriate taxing authorities, you are solely responsible for payment of all such taxes or duties.

5.4 Payment of fees will be due within 30 days from the date of invoice.  Failure to pay to these terms may result in suspension or termination of this Agreement.

Confidentiality

6.1 Customer acknowledges that the Trial Service and Software, including the way in which data, information, works, and materials are visualised when using, or are otherwise presented by, the Software and the results of any performance tests of the Software, constitute Aguru’s Confidential Information (Confidential Information), including without limitation the terms of this Agreement, the business affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how, or trade secrets disclosed by the disclosing party to the receiving party). The Customer recognises that any breach or threatened breach by the Customer of this clause 6 may cause Aguru irreparable harm for which damages may not be an adequate remedy. Accordingly, in addition to any other remedies and damages available to Aguru, the Customer acknowledges and agrees that Aguru is entitled to the remedies of specific performance, injunction, and other equitable relief without proof of special damages

6.2 Aguru acknowledges that the Customer Data is the Confidential Information of the Customer.

6.3 The provisions of this clause 6 will survive the termination or expiry of this Agreement (however arising) and continue in full force and effect.

Intellectual Property Rights

7.1 Aguru Rights. As between the parties, Aguru owns and shall retain all right, title and interest in and to (a) the Software, Service, and Trial Service including all intellectual property rights therein, and (b) all operational and performance data related to your use of the Service and Trial Service, including, without limitation, which features are used, time spent using the Service and Trial Service, and similar data and metadata created in connection with the Service and Trial Service, together with analysis of such operational and performance data and derived findings, correlations, discoveries, and other insights or learnings derived by Aguru from such analysis (collectively, “Performance Data”). Aguru may collect, use, and disclose all such Performance Data for its business purposes (such as software use optimization, product marketing, industry benchmarking, best practices guidance, recommendations, or similar reports for distribution to and consumption by you and other Aguru customers and prospects, etc.), including by combining and analyzing Performance Data with other data. Aguru shall not disclose Performance Data to any non-affiliated third party unless such Performance Data has been anonymized or de-identified, or is disclosed in aggregated form, in all cases such that Performance Data does not reveal your identity, any of your confidential information, or any personally identifiable information that belongs to you or your employees.  To the extent that the Customer’s or any Authorised User’s use of the Software or Trial Service results in any modifications, adaptations, developments, or any derivative works of or to the Software, Trial Servive or the Service (Improvements), then notwithstanding any rights or remedies of Aguru, any and all rights and title in and to such Improvements will immediately vest in and be owned absolutely by Aguru (and, to the extent that, by operation of law or otherwise, the ownership of such rights do not vest in Aguru, Aguru will have all exclusive rights of use and exploitation in the Improvements unlimited as to time, territory, and exploitation method).

7.2 Your Rights. You retain all right, title and ownership interest in and to your Data. Aguru has no right, title or interest in any personally identifiable information contained in or related to your Data. If you are a consultant to a third party to whom the Data relates, and provide services to such third party that include or involve accessing and/or using the Data, you acknowledge that you do not own or have any rights or interests in the Data except as authorized by the third party and that such third party is the owner of the Data in the Trial Service. You further acknowledge and agree that Aguru may follow the instructions of the third party regarding the Data including removing your access to the Data and/or reassigning your roles and permissions related to the Data.  You acknowledge that you have no right to have access to any Software in source code form.

7.3 Feedback. To the extent you provide any suggestions, enhancement requests, recommendations, comments, or other feedback (“Feedback”) about the Trial Service, to Aguru, the Feedback will not be considered confidential or proprietary, and Aguru may use and include any such Feedback to improve the Software, Service and/or the Trial Service, or for any other purpose. Accordingly, if you provide Feedback, you agree that Aguru shall own all such Feedback, and Aguru and its affiliates, licensees, customers, partners, third-party providers and other authorised entities may freely use, reproduce, license, distribute, and otherwise commercialise the Feedback in the Software, Service and/or Trial Service or other related technologies, and you hereby assign all rights in such Feedback to Aguru.

7.4 Deliverables. From time to time during the Term, Aguru may develop, author or prepare custom documents, designs, computer programs, computer documentation and other tangible materials (“Deliverables”) for you pursuant to agreement between you and Aguru. Aguru shall own and retain all right, title and interest in and to such Deliverables and hereby grants to you a limited, revocable, non-transferable, non-sublicensable, non-exclusive license for you to use such Deliverables for your internal use only during the Term. Aguru may reuse any Deliverables, provided that such use does not reveal your identity, your confidential information or any personally identifiable information that belongs to you or your employees.

Publicity

8.1 Unless otherwise agreed to by you and Aguru, during the Term, Aguru may disclose your company name as a user of Aguru and/or subscriber to the Trial Service, and you hereby grant Aguru the right to display your company name and logo in Aguru’s marketing materials and on Aguru’s public website, in each case in accordance with any branding guidelines you may provide to Aguru.

User Content

9.1 Certain features of the website may enable users to submit, upload, post, share, or display (hereinafter, “post”) comments or content, as well as to interact with others through user comment areas, message boards, direct messages, Aguru’s blog, and similar user-to-user areas, as applicable (such comments and content shall be collectively referred to as “User Content”). User Content includes any comments or reviews you provide to Aguru, whether through customer support or otherwise, about the Service and/or Trial Service, but excludes all Data.

9.2 You hereby grant to Aguru an irrevocable, perpetual, non-exclusive, transferable, sublicensable, assignable, royalty-free, worldwide right and license to use, reproduce, display, perform, distribute, and prepare derivative works of any User Content you post on our website or about the Service, including the Trial Service, for any purpose and in all forms and all media, whether now known or that become known in the future, and you waive any and all claims that you may have now or may hereafter have in any jurisdiction to any moral rights and all rights of “droit moral” in your User Content. If you post User Content, you represent and warrant to Aguru that you own or control all rights in and to such User Content and have the right to grant the rights above to Aguru.

Warranties

10.1 Limited Warranty. We warrant that provided, and for as long as, you receive Trial Service and Support Services:

10.1.1 the Trial Service and Software will, when properly used and on an operating system for which it was designed, perform substantially in accordance with the functions described in the Documents; and

10.1.2 If you notify us in writing of any defect or fault in the Trial Service or Software as a result of which it fails to perform substantially in accordance with the Documents, we will, at our sole option, either repair or replace the Trial Service, provided that you make available to us all the information that may be necessary to help us to remedy the defect or fault, including sufficient information to enable us to recreate the defect or fault. Trial Service is made available to you on an “as is” and “as available” basis and may contain errors, omissions, bugs, and similar inconsistencies and Aguru has no obligation to correct any such errors.

10.1.3 The warranty does not apply:

10.1.3.1 if the defect or fault in the Service, Trial Service or Software results from you having used the Services, Trial Service, Software or Documents in breach of the terms of this Agreement; or

10.1.3.2 the defect or fault in the Service, Trial Service or Software results from you not applying Good Industry Practice in your use of the Service, Trial Service and/or Software.

Limitations of Liability

11.1 Limitation of Liability. You accept responsibility for the selection of the Service and/or Trial Service to achieve your intended results and acknowledge that the Service, Trial Service, Software and Documents have not been developed or designed to meet or support any individual requirement you have, including any particular cybersecurity requirements you might be subject to, or any regulated activity that you may be engaged in, including the provision of an online intermediation service, an online search engine or service that facilitates online interaction between users (such as, but not limited to, a social media platform) (each a Regulated Activity).  If you use the Service and/or Trial Service for any Regulated Activity you agree to comply with any requirements that apply to such Regulated Activity from time to time (including any jurisdiction in which you operate or where the Regulated Activity is undertaken) and you shall defend, indemnify and hold us harmless against any loss or damage (including regulatory fines or penalties) costs (including legal fees) and expenses which we may suffer or incur as a result of your breach of this clause 10.1

11.2 We only supply the Trial Service, Software, and Documents for internal use by you, and you agree not to use the Service, Software, Trial Service or Documents for any resale purposes.

11.3 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the License for:

11.3.1 loss of profits, sales, business, or revenue;

11.3.2 business interruption

11.3.3 loss of anticipated savings;

11.3.4 wasted expenditure;

11.3.5 loss or corruption of data or information

11.3.6 loss of business opportunity, goodwill or reputation,

where any of the losses set out in 11.3.1 to condition 11.3.6 are direct or indirect; or

11.3.7 any special, indirect or consequential loss, damage, charges or expenses.

11.4 Other than the losses set out in condition 11.3 (for which we are not liable, our maximum aggregate liability under or in connection with the License, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited  to £1000.  This maximum cap does not apply to condition 11.5.

11.5 Nothing in this License shall limit or exclude our liability for:

11.5.1 death or personal injury resulting from our negligence;

11.5.2 fraud or fraudulent misrepresentation; or

11.5.3 any other liability that cannot be excluded or limited by English law

11.6 This License sets out the full extent of our obligations and liabilities in respect of the supply of the Service, Trial Service, Software and Documents.  Except as expressly stated in this License, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of Service, Trial Service and Documents which might otherwise be implied into, or incorporated in, this License, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

Indemnification

12.1 You agree to indemnify, defend and hold harmless Aguru, and its subsidiaries, affiliates, assigns, officers, directors, agents, and employees from and against any costs, damages, expenses (including reasonable attorneys’ fees), judgments, losses and other liabilities (including amounts paid in settlement) (“Liabilities”) incurred as a result of any third-party action, claim, demand, proceeding or suit (“Claim”) to the extent arising from or in connection with (a) your access or use of the Software, Trial Service and/or Service in violation of this Agreement, (b) any employment decision or action you take due to information available through or your use of the Service and/or Trial Service or relating to the inaccuracy or incompleteness of any information you make available to your employees, independent contractors or candidates by or through the Service, including, without limitation, the inaccuracy or incompleteness of any information relating to the actual or proposed compensation of, or equity ownership by, such employees, independent contractors or candidates, (c) User Content, Feedback or Data provided by you, your end users, or other third parties, (d) your violation or alleged violation of any third party right, including without limitation any right of privacy or any right provided by labor or employment law, and (e) your violation or alleged violation of this Agreement.

12.2 Aguru agrees to indemnify, defend and hold harmless you, and your affiliates, officers, directors, agents, and employees from and against any Liabilities incurred as a result of any third-party Claim made or brought against you alleging that your use of the Software, Trial Service, and/or Service in accordance with this Agreement infringes the intellectual property rights of a third party. Notwithstanding the foregoing, in no event shall Aguru have any obligations or liability arising from: (a) use of the Software, Trial Service, and/or Service in a modified form or in combination with materials or software not furnished by Aguru, and (b) any User Content, Feedback, information or Data provided by you, your end users, or other third parties.

12.3 A party seeking indemnification hereunder shall (a) promptly notify the other party in writing of the Claim, (b) give the indemnifying party sole control of the defense of such Claim and all negotiations for the compromise or settlement thereof (provided that if any settlement requires any action or admission by the indemnified party, then the settlement will require the indemnified party’s prior consent), and (c) provide the indemnifying party with all reasonable cooperation, information and assistance in connection with such Claim; provided, however, that failure by the indemnified party to provide prompt notice of a Claim, grant such sole control, and/or provide such cooperation, information and assistance, shall not relieve the indemnifying party of its obligations under this Article 11, except to the extent that the indemnifying party is materially prejudiced by such failure. The indemnified party may be represented by its own counsel, at its own expense.

Law and Jurisdiction

13.1 This Agreement and any disputes or claims arising out of or in connection with its subject matter or formation (including non-contractural disputes or claims) are governed by and construed in accordance with the law of England.  The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any such dispute or claim. 

Compliance with Laws; Disclaimers

14.1 Each Party shall comply with all Applicable Laws in connection with its own activities under this Agreement. The Trial Service can be configured and used in ways that do not comply with Applicable Laws and it is your sole responsibility to ensure that your employees’ use and your use of the Service, including the Trial Service, complies with and is in accordance with Applicable Law. In no event shall Aguru be responsible or liable for your failure to comply with Applicable Law in connection with your use of the Service or a Trial Service.

14.2 Aguru does not provide its users and/or customers with legal advice regarding compliance, data privacy or other relevant Applicable Laws in the jurisdictions in which you use the Service or Trial Service, and any statements made by Aguru to you shall not constitute legal advice.

Additional Service; Third Party Service

15.1. Third Party Service. You acknowledge and agree that you shall be solely responsible for procuring and complying with any license or right to use any Third-Party Service. Neither this Agreement nor our Privacy Policy shall apply with respect to data stored on or manipulated by, or during transmission by means of use of Third-Party Service. For purposes of this Agreement, Third-Party Service are subject to their own terms and conditions and you use such Third-Party Service at your own risk. AGURU MAKES NO REPRESENTATION OR WARRANTY AS TO ANY THIRD-PARTY SERVICE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATION AS TO THEIR AVAILABILITY, RELIABILITY, UPTIME, OR SECURITY, AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE.

Privacy

16.1 The provision of the Trial Service will comply with all privacy and data protection laws applicable to our business. The Aguru Privacy Policy and Data Processing Addendum (DPA), if applicable, are incorporated herein by reference.

16.2 Any Data shall be handled in accordance with the requirements of the Data Protection Addendum.  You agree that we may use Data in order to (i) carry out research and development to improve our Service, products and applications; (ii) develop and provide new and existing functionality and Service (including statistical analysis, benchmarking and forecasting, predictive analysis and artificial intelligence to you and other Aguru customers).

General Provisions

17.1 Entire Agreement. This Agreement and any document expressly referred in it, encompasses the entire agreement between you and Aguru with respect to the subject matter hereof and supersedes all prior representations, promises, assurances, agreements and understandings, written or oral, relating to its subject matter. 

17.2 No Waiver. The failure of Aguru to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

17.3 Severability. If any part of this Agreement is found invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall be interpreted so as to reasonably effectuate the intention of the parties and shall not affect the validity and enforceability of any remaining provisions.

17.4 Survival. The provisions of this Agreement that should, by their nature survive termination and/or expiration, shall and do survive such termination and/or expiration.

17.5 Assignment. You may not assign or otherwise transfer (via a change of control or otherwise) any of your rights or obligations under this Agreement without Aguru’s prior written consent, which consent shall not be unreasonably withheld. This Agreement shall be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns. Any assignment in violation of the foregoing will be null and void. We may transfer our rights and obligations under this License to another organisation, but this will not affect your rights or our obligations under this License.

17.6 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person other than the parties hereto, any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

17.7 FAQ Disclaimer. No part or content contained in the FAQs or FAQ videos is intended to be legal advice, contractual, a “meeting of the minds” or binding in nature. FAQs and FAQ videos are intended to be informational and do not create a contract or other binding agreement and should not be considered a substitute for reading and understanding this Agreement. The FAQs and FAQ videos are not guaranteed to be accurate, complete, reliable, current or error-free. In the event of a conflict between this Agreement and the FAQs and/or FAQ videos, the terms of this Agreement will control.

Communications between us

18.1 Your continued use of the Trial Service, Software and Documents following the deemed receipt and service of notice shall constitute your acceptance to the terms of this License, as varied.  If you do not wish to accept the terms of this License (as varied) you must immediately stop using and accessing the Service, Trial Service, Software and Documents on the deemed receipt and service of the notice.

18.2 Any notice:

18.2.1 given by us to you will be deemed received and properly served 24 hours after it is first posted on our website, 24 hours after an email is sent, or three days after the date of posting of any letter: and

18.2.2 given by you to us will be deemed received and properly services 24 hours after an email is sent or three days after the data of posting of any letter.

18.3 In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice; in the case of by letter, that such letter was properly addressed, stamped and placed in hte post to the address of the recipient given for these purposes; and in the case of an email, that such email was sent to the email address of the recipient given for these purposes.

Contact Information

19.1 If you have any questions about the Trial Service or this Agreement, you may email us at legal@aguru.com.

Schedule 1 – Data Processing Addendum 

Data Processing Addendum 

1. Interpretation

1.1 Capitalised terms used in this Schedule and not otherwise defined in the Agreement shall have the meaning given to them in the Data Protection Legislation.

1.2 If there is a conflict between the Agreement and this Data Processing Addendum, the terms of this Data Processing Addendum shall prevail.

2. Data Processing Obligations

2.1 The Parties acknowledge and agree that for the purposes of the Data Protection Legislation, the Customer is the Data Controller and Aguru is the Data Processor of the Personal Data and a description of the Personal Data and the Processing activities undertaken by Aguru is set out in paragraph 5.

3. Aguru’s processing obligations

3.1 To the extent that Aguru processes any Personal Data on behalf of Customer in connection with the Services, Aguru shall:

3.1.1 only Process such Personal Data in accordance with the purposes set out in this Agreement and notify Customer immediately if in its opinion the Customer’s instructions infringes applicable law;

3.1.2 maintain a record of its Processing activities under this Agreement in accordance with and to the extent required by Article 30(2) GDPR, and Aguru shall at any time upon request, deliver up to Customer details of such Processing activities;

3.1.3 ensure that access to any such Personal Data is restricted to those of its personnel who need to have access in order to perform the Services and who are subject to confidentiality obligations in respect of the Personal Data;

3.1.4 notify Customer without undue delay if it suffers a Personal Data Breach, if it receives any Data Subject Request relating to the Personal Data, and shall: (a) not respond to the Data Subject Request without Customer’s prior written consent and in accordance with Customer’s instructions; and (b) shall provide such assistance as Customer may reasonably require in respect of such Personal Data in order for Customer to comply and respond to the Data Subject Request in accordance with the Data Protection legislation;

3.1.5 provide reasonable assistance to Customer in inputting into and carrying out data protection impact assessments and, to the extent required under the Data Protection Legislation, prior notification under Article 36 of GDPR; and

3.1.6 ensure that it has implemented appropriate organisational and technical measures in order to comply with its obligations under this paragraph 3.

3.2 To the extent legally permitted, Customer shall be responsible for any costs arising from Aguru’s provision of assistance beyond the existing functionality of the Services.

3.3 Aguru is permitted to engage a Sub-processor to Process any of the Personal Data on Customer’s behalf in connection with the Services. The Customer pre-approves the Aguru’s use of third party processors for the purposes of fulfilling its obligations, including Amazon Web Services, Google, Hubspot, Salesforce, Microsoft, Zoom, Intercom, Partnerstack, Snowflake, Rudderstack, Metabase, Hightouch, Zuora, Baremetrics, Cloudflare, Typeform, Stripe and Paypal. Aguru shall: 

3.3.1 inform Customer prior to the appointment or removal of any such Sub-processor, thereby giving Customer an opportunity to object to the appointment or removal. If Customer objects on reasonable grounds, Aguru shall either: i) alter its plans to use the Sub-Processor with respect to Personal Data, or (ii) take corrective steps to remove Customer’s objections. If none of the above options are reasonably available or the issue is not resolved within 30 days of the objection, either Party may terminate this Agreement; and 

3.3.2 ensure that such Sub-processor is subject to a written agreement which imposes on it binding contractual obligations which are equivalent to the terms imposed on Aguru under this Schedule; and

3.3.3 ensure that the Sub-processor’s Processing of such Personal Data terminates upon termination of the Aguru’s right to Process the data,  provided that Aguru shall be liable for the acts and omissions of such Sub-processors in relation to the Processing of such Personal Data. 

3.4 Customer acknowledges that Aguru and its Sub-Processors may Process Personal Data outside of the EEA or UK in non-adequate countries. Aguru will abide by the requirements of the Data Protection Legislation regarding the transfer and Processing of Personal Data from the EEA or UK. Aguru will ensure that transfers of Personal Data to a third country or an international organization that does not ensure an adequate level of protection are subject to appropriate safeguards as described in Article 46 of the GDPR or UK GDPR.

3.5 Upon termination or expiry of this Agreement, Aguru shall cease all Processing of any Personal Data Processed on Customer’s behalf under this Agreement and shall, at Customer’s option, return or destroy and delete all such Personal Data.

3.6 In order to demonstrate Aguru’s compliance with the Data Protection Legislation and the terms of this Schedule, Aguru shall:

3.6.1 provide Customer with such information as Customer reasonably requests from time to time to enable Customer to satisfy itself that Aguru is complying with its obligations under this Schedule and the Data Protection Legislation; and 

3.6.2 allow Customer, at Customer’s sole cost and expense access (on reasonable notice and no more than once a year) to its premises where Personal Data is Processed under this Agreement to allow Customer to audit its compliance with this Schedule and the Data Protection Legislation and shall provide reasonable co-operation as requested by Customer in the performance of such audit. The Parties shall agree in advance on the reasonable start date, duration and security and confidentiality controls applicable to such audit.

4. Obligations of Customer

4.1  Customer shall:

4.1.1 have at all times during the term of this Agreement appropriate technical and organisational measures to ensure a level of security appropriate to the risk to protect any Personal Data; 
provide clear and comprehensible written instructions to Aguru for the processing of Personal Data to be carried out under this Agreement; and

4.1.2 ensure that it has all the necessary licences, permissions, consents and notices in place to enable lawful transfer of Personal Data to Aguru for the duration and purposes of this Agreement.

5. Processing Particulars

5.1 Data Subjects. The categories of Data Subjects whose Personal Data may be Processed in connection with the Agreement are users of the Software (the Customer’s employees), and the customers, prospects and employees of the Customer whose Personal Data may be provided as Inputs.

5.2 Categories of Personal Data. The categories of Personal Data to be Processed in connection with the Agreement are name, email address, contact phone number and Company address.

5.3 Special Categories of Personal Data. Special categories of Personal Data, if any, to be Processed in connection with the Agreement are N/A.

5.4 Processing Operations. Provision of the Services.

5.5 Duration. Aguru will Process the Personal Data on the Customer’s behalf for the duration of the Agreement.