Please read this agreement carefully. You will be asked to expressly agree to these terms and conditions before using the Service. If you use the services on behalf of your employer, you warrant that you are authorised to enter into legally binding contracts on behalf of your employer. the same rights, limitations and restrictions apply to your employer. If you and/or your employer do not agree to the terms of this agreement, or if you are not authorised to enter into legally binding contracts on behalf of your employer, you must not use the service(s) or make any payment.
In this Agreement "we" means Textensor Limited, registered in Scotland, company number SC294230 registered address 37 McDonald Road, Edinburgh, EH7 4LY, Scotland (and "us" and "our" shall be construed accordingly); and "you" means the relevant customer or potential customer as the case may be (and "your" shall be construed accordingly).
"Effective Date" means the date on which you commence using the Services.
"Service" means the provision of one of the following services selected by you as described in the current price list: Free, Standard, Pro, Group, Business.
"Subscription Fee" means the monthly fee payable by you in advance in respect of provision of the Services as may be varied by Textensor Limited from time to time.
"Subscription Period" means the period from the Effective Date until termination of this Agreement in accordances with the provisions herein.
"Site" means the website at a.nnotate.com or any successor site operated by us.
Grant of Rights; Restrictions
Subject to the terms of this agreement, we shall supply the Service to you and grant you a non-transferable license to use the service from the Effective Date for the Subscription Period.
You may use the site to upgrade or downgrade the Service provided to you. The fee payable will be amended for the next monthly payment.
You hereby agree not to use the Service for any use that is:
unlawful or misleading
in breach of copyright, including sharing material that has not been legally obtained
obscene, defamatory, libellous or inciting hatred
In the event that you are in breach of this clause we may suspend services forthwith and you hereby indemnify us for any loss or damage suffered as a result of your breach.
Your use of the Service is subject to our fair use policy. You hereby acknowledge that if your use of the Service over a one month period exceeds ten times the average of our other customers then we reserves the right to terminate or suspend your account without notice.
The password and login details provided to you are confidential and you hereby agree that you shall not share such information with third parties.
We have sole and exclusive ownership of all right, title and interest in the Service and in the software that operates it. This agreement entitles you to use the software in the context of the Service but shall not be taken to convey any right of ownership of the Service of software.
In consideration for the provision of the Service, with the exception of the Free service, you shall pay us a nonrefundable Subscription Fee.
We shall issue invoices in respect of the Subscription Fee and shall collect the Subscription fee from your credit card or PayPal account monthly in advance. Both parties agree that no refunds shall be given in any circumstances.
The Subscription Fee is exclusive of VAT, which, if applicable, shall be payable at the prevailing rate.
In the event that the Subscription Fee, as appropriate, is not collected in accordance with the provisions herein, we may deny you access to the Service without notice.
Term and Termination
If either party breaches this Agreement, the other party may give written notice to correct the breach within 30 days. If the breach is not corrected within 30 days of receipt of such notice the agreement shall terminate without further notice. Without prejudice to the foregoing, in the event your misuse of the Service as described under "Grant of Rights; Restrictions", we may terminate this Agreement forthwith without further notice.
If you do not access your account for a period of 12 months, we may, at our own discretion remove your data and account and terminate the Service forthwith without notice.
Upon termination of this agreement all rights and licenses granted to you herein shall terminate and we shall, at our own discretion, remove or purge your account and data from the system.
Warranties and liability
The Services are provided to you strictly on an "as is" basis. We do not represent or warrant that: (i) the use of the Services will be timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data, (ii) the Services will meet your requirements or expectations, (iii) errors or defects will be corrected. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights, are hereby disclaimed to the maximum extent permitted by applicable law.
Your sole remedy with respect to any claims arising out of this Agreement shall be limited in the aggregate to the monies paid by you to us under this Agreement during the twelve (12) month period preceding the event giving rise to such liability.
In no event shall we be liable for: (a) any special, indirect, incidental or consequential damages, including loss of profits and goodwill, business or business benefit, or the cost of procurement of substitute products or services by you even if advised of the possibility of such damages; (b) any delay or failure to provide the Services that is due to third parties, including, without limitation, internet service providers, data centres, server hosting companies and telecommunications companies; (c) credit card fraud committed against you by any third party provider of credit card services.
You consent to the use of your name by us in customer lists and other such publicity.
This Agreement and its performance shall be governed by Scottish law.
If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall remain in full force and effect, and such invalid or unenforceable provisions or portion thereof shall be deemed omitted.
You may not assign, charge, sub-contract or otherwise transfer this Agreement, or any of your rights or obligations arising under this Agreement. Any attempt by you to do so shall be null and void. We may assign, charge, sub-contract or otherwise transfer this Agreement, or any of our rights or obligations arising under this Agreement, at any time – providing such action does not serve to reduce the guarantees benefiting you under this Agreement.