This acceptable use policy (the "Policy") sets out the rules governing the use of the website at http://interactiveFish.com, any successor website, and the services available on that website or any successor website (the "Services"), and the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content"). References in this Policy to "you" are to any customer of the Services and any individual user of the Services (and "your" should be interpreted accordingly); and references in this Policy to "us" are to interactiveFish (and "we" and "our" should be construed accordingly). By using the Services, you agree to the rules set out in this Policy. We will ask for you to agree to the terms of this Policy when you choose to subscribe to the Services. You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age.
You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services. You must not use the Services in any way that is unlawful, illegal, fraudulent, deceptive or harmful, or in connection with any unlawful, illegal, fraudulent, deceptive or harmful purpose or activity. You must ensure that all Content complies with the provisions of this Policy.
Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person in any jurisdiction and under any applicable law. Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not – (a) be libelous or maliciously false, (b) be obscene or indecent, (c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right, (d) infringe any right of confidence, right of privacy or right under data protection legislation, (e) constitute negligent advice or contain any negligent statement, (f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity, (g) be in contempt of any court, or in breach of any court order, (h) constitute a breach of racial or religious hatred or discrimination legislation, (i) be blasphemous, (j) constitute a breach of official secrets legislation, or (k) constitute a breach of any contractual obligation owed to any person. You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
Content must be appropriate for all persons who have access to or are likely to access the Content in question, and in particular for children over 12 years of age. Content must not depict violence in an explicit, graphic or gratuitous manner. Content must not be pornographic or sexually explicit.
Content must not be untrue, false, inaccurate or misleading. Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
Content must not consist of or contain any legal, financial, investment, taxation, accountancy, medical or other professional advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services. For the avoidance of doubt, this does not exclude e-learning content providing no professional advice is given as part thereof. Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet. Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory. Content must not be liable to cause annoyance, inconvenience or needless anxiety. You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people. You must not use the Services for the purpose of deliberately upsetting or offending others. You must at all times be courteous and polite to other users of the Services.
Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications. You must not send any spam to any person using any email address or other contact details made available through the Services or that you find using the Services. You must not use the Services to promote, host or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, multi-level marketing schemes, "get rich quick" schemes or similar letters, schemes or programs. You must not use the Services in any way which is liable to result in the blacklisting of any of our IP addresses.
You acknowledge that we may actively monitor the Content and the use of the Services.
You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
The Content must not contain or consist of, and you must not promote, transmit, distribute or execute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies. The Content must not contain or consist of, and you must not promote, distribute or execute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.
We are committed to safeguarding the privacy of our SaaS users; this policy sets out how we will treat your personal information. This policy is divided into three parts:
(a) Part A includes basic information about interactiveFish Limited;
(b) Part B is concerned with our use of personal data generally; and
(c) Part C is concerned with the web cookies that are employed by interactiveFish.
interactiveFish Limited is a data controller in respect of all the personal data collected on or in relation to interactiveFish. Our data protection registration number is [TBC].
interactiveFish Limited is a data controller in respect of all the personal data collected on or in relation to interactiveFish. Our data protection registration number is [TBC].
We may collect, store and use the following kinds of personal information - (a) information about your computer and about your visits to and use of this website (including your IP address, geographical location, browser type and version, operating system type and version, referral source, length of visit, page views, website navigation paths and service usage), (b) information relating to any transactions carried out between you and us on or in relation to this website, including information relating to any purchases you make of our Hosted Services, (c) information that you provide to us for the purposes of purchasing Subscription Packages, (d) information that you provide to us for the purpose of subscribing to any website email notifications and/or newsletters, (e) information that you provide to us for the purpose of using the Hosted Services, and (f)any other information that you choose to send to us.
We are committed to ensuring that the personal data is secure. In order to prevent the loss, misuse or alteration of your personal information we have put in place suitable physical, electronic and managerial procedures to safeguard and secure the information we collect online, (b) Stripe and Amazon Web Services will store all the personal information you provide on secure (password- and firewall- protected) servers. All electronic financial transaction data associated with transactions you make on or in relation to our website will be encrypted using SSL technology, (c) you acknowledge and accept that, data transmission over the internet is inherently insecure, and that we cannot therefore guarantee the security of data sent over the internet. (d) you acknowledge and accept that you are responsible for keeping all password and user details confidential. We will not ask you or anyone else for your password (except, of course, when you log in to the website).
You can ask us to provide you with any personal information we hold about you. We will supply the information provided that you (a) pay any required fees (currently fixed at £10.00) and supply us with appropriate evidence of your identity (if you are an individual rather than corporate user then we will usually accept a photocopy of your passport certified by a solicitor or bank plus an original copy of a utility bill showing your current address).We may withhold any personal information in our possession to the extent permitted by law. You may instruct us not to process your personal information for marketing purposes by sending an email to us. In practice, you will usually either expressly agree in advance to our use of your personal information for marketing purposes, or we will provide you with an opportunity to opt-out of the use of your personal information for marketing purposes. If at any point you believe the information that you have provided us, or that we process on you, is incorrect you can request a copy of the information (as is written above) and ask that we delete or correct it. If you wish to raise a complaint on how we have handled your personal data, you can contact our Data Protection Officer [Drafting Note: interactiveFish will need to designate a member of staff as the Data Protection Officer] who will investigate the matter. If you are not satisfied with our response with our response or believe we are processing your data contrary to the law you can complain to the Information Commissioner’s Office. Our Data Protection Officer is [TBC] who can be contacted at [TBC].
interactiveFish contains links to other websites. You acknowledge and agree that we are not responsible for the privacy policies or practices of third party websites.
Please let us know if the personal information which we hold about you needs to be corrected or updated.
We are required under UK law to keep your basic personal data (name, address, contact details) for a minimum of 6 years after which time it will be destroyed. Your information that we use for marketing purposes will be kept by us until you notify is that you no longer wish to receive this information.
We use both session cookies and persistent cookies on interactiveFish. Cookies help us to provide a better website by enabling us to monitor which pages you find useful and which you do not. A cookie in no way gives us access to your computer or any information about you, other than the data you choose to share with us.
Cookies do not contain any information that personally identifies you, but personal information that we store about you may be linked, by us, to the information stored in and obtained from cookies. We may use the information we obtain from your use of our cookies for the following purposes - (a) to recognise your computer when you visit our website, (b) to track you as you navigate our website, and to enable the use of the some of the features on our website, (c) to improve the website’s usability, (d) to analyse the use of our website, (e) in the administration of this website, and (e) to personalise our website for you, including targeting advertisements which may be of particular interest to you.
Most browsers allow you to refuse to accept cookies. For example (a) in Internet Explorer you can refuse all cookies by clicking “Tools”, “Internet Options”, “Privacy”, and selecting “Block all cookies” using the sliding selector, and (b) in Firefox you can block all cookies by clicking “Tools”, “Options”, and un-checking “Accept cookies from sites” in the “Privacy” box. You should be aware that blocking all cookies will have a negative impact upon the usability of many websites. Please note that if you block cookies, you will not be able to use many of the features of interactiveFish.
You can also delete cookies already stored on your computer. The method of doing so will depend upon your web browser. Instructions are available at the following URLs - (a) Internet Explorer: http://support.microsoft.com/kb/278835), (b) Firefox: http://support.mozilla.com/en-US/kb/ Deleting %20cookies, (c) Chrome; http://support.google.com/chrome/bin/ answer.py?hl=en-GB& answer=95647, (d) Opera: http://www.opera.com/browser/tutorials/security/privacy, and (e)Safari (v3):http://docs.info.apple.com/article.html?path=Safari/3.0/en/11471.html
- Name of Customer/Employee
- Address of Customer/Employee
- Phone number of Customer/Employee (mobile and landline)
- Company Name of Customer (if relevant)/Employee
- Email address of Customer/Employee
- Customers chosen methodology of payment details
- Required customer/employee security information
interactiveFish process personal data for the purposes of a Customer subscribing to the Services and to enable interactiveFish to provide log-in details to enable the Customer/Employee to access the Services. interactiveFish also process personal data for the purposes of a Customer providing required details as to their chosen payment methodology i.e. credit/payment card, address and billing address details
Security measures for Personal DataIF employ the following measures to secure person data:[TBC]
Stripe (Payment Platform Provider), Amazon Web Services (Cloud Computing Platform Provider). For detail as to the security measures employed by Stripe and Amazon Web Services, Customers should visit http://stripe.com and http://aws.amazon.com.
Name of Subscription Tier
Maximum number ofUnpublished/PublishedProjects per month
Monthly Subscription Charges
Annual Subscription Charges
* - on registering with interactiveFish, all users are automatically signed up for FreeFish at no charge for a 14 day fixed trial period. Once this free of charge trial period has ended users are then invited to subscribe to JellyFish, StarFish or GoldFish. Users need not take advantage of the free trial period and are instead entitled to subscribe to any subscription tier on first registering with interactiveFish. Users are entitled to upgrade to a different subscription tier at any time.
** - interactiveFish currently offers a 20% discount on annual subscriptions paid in advance
When reading this SaaS Agreement, you should read the section entitled Indemnities carefully and ensure that you are happy with what it says prior to registering with the Platform. Should you be at all unsure as to the meaning of what is written then you should obtain appropriate advice prior to registration.
interactiveFish Limited, a company incorporated in England and Wales (company registration number 10277694 and VAT registration number [TBC]) having its registered office at Regent House, 80 Regent Road, Leicester LE1 7NH, Leicestershire, UK (“Provider”, “us” or “we”, as the context requires), and the Customer (“Customer”, “you”, “us” or “we”, as the context requires).
We have developed browser based software (“interactiveFish”) that provides a user the ability to create interactive content that can be embedded online and viewed through any browser on any device. interactiveFish is offered by us as a Software as a Service (“SaaS”). You are an entity who wishes to purchase a subscription or subscriptions to use interactiveFish. We both wish to enter into an agreement for us to provide and you to use interactiveFish. You acknowledge and agree that your use of interactiveFish will be strictly in accordance with this Agreement.
In this Agreement, except as otherwise written:
"Account" means an account enabling a person to access and use the Hosted Services, including both administrator accounts and user accounts; "Agreement" means this agreement that allows you to access and use the Hosted Services in accordance with the terms, and any amendments to, this Agreement from time to time; “Authorised Users” means you or your employees, agents and independent contractors who are authorised by you to use the Hosted Services as is written in the section “Your use of the Hosted Services”;
"Business Day" means any weekday other than a bank or public holiday in England; "Charges" means the following amounts - (a) the Subscription Fees particularised in the Subscription Tier Charges document published on our website at http://interactivefish.com from time to time, and (b) such amounts as may be agreed in writing by the parties from time to time; "Confidential Information" means the Customer Confidential Information and the Provider Confidential Information; “Customer” means the entity that requires access to the Hosted Services;
"Customer Confidential Information" means any information that is disclosed by you or on behalf you at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" and the Customer Data; "Customer Data" means all data, works and materials: that you upload to or store on the Platform; transmitted by the Platform at your instigation; supplied by you to us for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of your use of the Hosted Services; "Customer Indemnity Event" has the meaning given to it in the section entitled “Indemnities”; "Customer Personal Data" means any Personal Data that is processed by us on your behalf in relation to this Agreement, but excluding data with respect to which we are a data controller; "Customer Systems" means your hardware and software systems that interact with, or may reasonably be expected to interact with, the Hosted Services; "Data Protection Laws" means all applicable laws relating to the processing of Personal Data including, while it is in force and applicable to Customer Personal Data, the General Data Protection Regulation (Regulation (EU) 2016/679); "Documentation" means the documentation for the Hosted Services made available by us to you online at http://interactivefish.com or any other web address notified by us to you from time to time;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of either you or us (including but not limited to, failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars); "Hosted Services" means interactiveFish, as described in the Hosted Services Specification, which will be made available by us to you as a service via the internet in accordance with this Agreement;
"Hosted Services Specification" means the specification for the Platform and Hosted Services described in the Documentation;
“Initial Subscription Term” means the period of 1 month or 12 months (as the case may be) that starts on the Effective Date;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include but are not limited to copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
“Order Form” means the form (a copy of which will made available by us to you online at http://interactivefish.com or any other web address notified by us to you from time to time) used to purchase Subscription Packages, additional Subscription Packages and/or upgrade a Subscription Package to a different tier;
"Personal Data" has the meaning given to it in the Data Protection Laws applicable in the United Kingdom from time to time;
"Platform" means the platform used by us to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed; "Provider Confidential Information" means (a) any information disclosed by us on behalf of us to you at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure was marked or described as "confidential" or should have been understood by you (acting reasonably) to be confidential, and (b) the terms of this Agreement; "Provider Indemnity Event" has the meaning given to it in the section entitled “Indemnities”;
"Services" means any services that we provide to you, or have an obligation to provide to you, under this Agreement;
“Subscription Fees” means the subscription fees payable by (or on behalf of) you to us for the Subscription Package(s) as published in the Subscription Tier Charges document (a copy of which will made available by us to you online at http://intercativefish.com or any other web address notified by us to you from time to time); “Subscription Package(s)” means the subscription packages you purchase as is written in the section entitled “Charges” which allow Authorised Users to access and use the Hosted Services and the Documentation as you are entitled to use it as is written in this Agreement.
"Subscription Term" means the term of this Agreement, that starts and ends as is written in the section entitled “How Long the Agreement between us will last – the Term of the Agreement”; "Supported Web Browser" means the current release from time to time of Microsoft Edge, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that the Provider agrees in writing shall be supported;
"Third Party Services" means any hosted or cloud services provided by any third party that may transmit data to and/or from the Hosted Services;
In this Agreement, a reference to a statute or statutoryprovision includes a reference to that statute or statutory provision asmodified, consolidated and/or re-enacted from time to time and any subordinatelegislation made under that statute or statutory provision. The Clause headingsdo not affect the interpretation of this Agreement. In this Agreement, generalwords shall not be given a restrictive interpretation by reason of beingpreceded or followed by words indicating a particular set of acts, matters orthings.
The Agreement between us will start on your registration withinteractiveFish, our receipt of any required payment for a Subscription PackageOR Subscription Packages (note that all Customers will be given the option of a14 day free trial) and the Platform providing you with required log-in details.The day on which the Platform provides you with required log-in details iscalled the “Effective Date”. The Agreement will continue for the 14 day freetrial period or, should you choose to subscribe to interactiveFish eitherinitially or at the end of the 14 day period, the Initial Subscription Term andfor successive periods of 1 month or 12 months (as the case may be) after theInitial Subscription Term (each 1 or 12 month period being called a “RenewalPeriod”) until the Agreement is ended (ending the Agreement is called“terminating” it) by either you or us as either are entitled to terminate it inaccordance with the Agreement.
This section applies to consumer customers only. Consumercustomers have 14 days to cancel a Subscription Package(s). To cancel aSubscription Package you should complete the interactiveFish Consumer CancellationForm (a copy of which will made available by us to you online athttp://interactivefish.com or any other web address notified by us to you fromtime to time) and email it to the following address: [TBC]. Should you cancel aSubscription Package(s) by use of the interactiveFish Consumer CancellationForm within 14 days of your having purchased the same then, subject to whatfollows, interactiveFish will refund you any Charges paid. It is important tonote that your right to cancel a Subscription Package(s) ends when you accessthe Platform and begin creating an interactive project.
It is our responsibility to ensure that the Platform will, onthe Effective Date, automatically generate an Account for you and provide toyou your login details for that Account. Provided that you register on thePlatform, submit any required payment for a Subscription Package ORSubscription Packages and have been provided with required log in details, wegrant to you a worldwide, non-exclusive licence to use the Hosted Services bymeans of a Supported Web Browser. Your use of the Hosted Services will be inaccordance with the Documentation during the Term. You acknowledge and agreethat your use of the Hosted Services is subject to our Subscription TierCharges document (a copy of which will made available by us to you online athttp://interactivefish.com or any other web address notified by us to you fromtime to time). Except where it is written in this Agreement that the following prohibitionsdon’t apply or where the law does not allow us to exclude the prohibitions, thelicence granted by us to you is subject to the following prohibitions – (a) youmust not sub-license (i.e. allow other people not included in the licence) yourright to access and use the Hosted Services, (b) you must not permit anyunauthorised person (i.e. somebody who does not have your authority to do so)to access or use the Hosted Services and/or Documentation and, in the event ofany unauthorised access or use, promptly notify us, and (c) you must not makeany alteration to the Platform, except as you are entitled to do by theDocumentation. You must use reasonable endeavours, including setting uprequired security measures relating to administrator Account access details, toensure that no unauthorised person gains access to or use of the HostedServices using an administrator Account.
You agree to comply with the Acceptable Use Policy (a copy ofwhich will made available by us to you online at http://interactviefish.com orany other web address notified by us to you from time to time), and you agreeto ensure that the Authorised Users and those who access the Hosted Services bymeans of an administrator Account also comply with the Acceptable Use Policy.You agree not to use the Hosted Services in any way that actually causes, orhas the potential to cause, damage to the Hosted Services or Platform orimpairs the availability or accessibility of the Hosted Services. You agreethat you will not use the Hosted Services in any way that is unlawful, harmful,threatening, defamatory, obscene, infringing, harassing, racially or ethicallyoffensive, illegal or fraudulent, or in connection with any unlawful, illegal,fraudulent or harmful purpose or activity, or for the purposes of depictingsexually explicit images, or to promote violence, or in a discriminatory waybased on race, gender, colours, religious belief, sexual orientation ordisability, or in a manner that is otherwise illegal or causes damage or injuryto any person or property. You acknowledge that you have no right, and willnot, access the software code (including object code, intermediate code andsource code) of the Platform, either during or after the Term. You will not -(a) except where you are allowed by any law that we are not allowed to excludeby agreement between us or where it is written in this Agreement that you areallowed to do so, attempt to copy, modify, duplicate, create, derivative worksfrom, frame, mirror, republish, download, display, transmit, or distribute allor any portion of the Software and/or Documentation (as applicable) in any formor media or by any means or attempt to reverse, compile, disassemble, reverseengineer or otherwise reduce to human perceivable form all or any part of theSoftware, (b) access all or any part of the Hosted Services and Documentationin order to build a product or service which competes with the Hosted Servicesand/or Documentation, or (c) attempt to obtain, or assist third parties inobtaining, access to the Hosted Services and/or Documentation, other than as iswritten in the Agreement.
Subject to what is written in the Agreement, you may, from timeto time during any Subscription Term, purchase additional Subscription Packagesand/or upgrade a Subscription Package to a different tier and we will providethe additional Subscription Packages and upgraded Subscription Packages inaccordance with the Agreement. If you wish to purchase additional SubscriptionPackages and/or upgrade a Subscription Package to a different tier, you willsubmit your order using the Order Form available on our website athttp://interactivefish.com and pay the Charges applicable. We will provide theadditional Subscription Packages and upgraded Subscription Packages as soon aswe have received a fully and correctly completed Order Form and your payment.If you purchase additional Subscription Packages and/or upgrade a SubscriptionPackage to a different tier during the Initial Subscription Term or any RenewalPeriod (as applicable) the Subscription Packages will remain valid for theremainder of the Initial Subscription Term or then current Renewal Period (asapplicable).
We shall use reasonable endeavours to make the Hosted Servicesavailable 24 hours a day, seven days a week, except for planned and unscheduledmaintenance.
Unless we have agreed otherwise in writing, you will provide us,and make sure that other any other people who you are able to ensure provide uswith all co-operation, support and advice and all information anddocumentation, as is necessary to enable us to perform the obligations that wehave in this Agreement. You will comply with all applicable laws andregulations that apply to your activities written in this Agreement. You willcarry out all of your responsibilities written in this Agreement in a timelyand efficient manner. If any delays occur in you providing any assistanceagreed between us you accept that we are entitled to adjust any agreedtimetable or delivery schedule as we feel is required. You will ensure that theAuthorised Users use the Hosted Services and the Documentation as is written inthis Agreement and you will be responsible for any Authorised User’s breach ofthis Agreement.
You will obtain and maintain all necessary licences, consents,and permissions necessary for us, our contractors and agents to perform ourobligations in this Agreement. You will make sure that we have, or make surethat any other person who are you are able to ensure provides us with, accessto any of your computer hardware, software, networks and systems as we requireto enable us to perform our obligations under this Agreement.
You will ensure that the Customer Systems comply, and continueto comply during the Term, with the requirements written down in the HostedServices Specification (made available by us to you online athttp://interactivefish.com or any other web address notified by us to you fromtime to time), subject to any changes to those requirements during theSubscription Term. You will be solely responsible for maintaining your networkconnections and telecommunications links from your systems to the HostedServices, and all problems, conditions, delays, delivery failures and all otherloss or damage arising from or relating to you network connections ortelecommunications links or caused by the internet.
You own all rights; title and interest in and to all of theCustomer Data and you will be responsible for the legality, reliability,integrity, accuracy and quality of the Customer Data. You give to us anon-exclusive licence to copy, reproduce, store, distribute, publish, export,adapt, edit and translate the Customer Data to the extent we need to do so toperform the obligations we have, and the rights that we have, written in theAgreement. You also give us the right to sub-license these rights to any hosting,connectivity, payment and telecommunications service providers that we use toprovide you with the Hosted Services to the extent required for the performanceof our obligations and exercise of our rights under this Agreement. You warrantto us that the Customer Data will not infringe the Intellectual Property Rightsor other legal rights of any person, and will not breach the provisions of anylaw, statute or regulation, in any jurisdiction and under any applicable law.
We will create a back-up copy of the Customer Data daily and wewill use reasonable endeavours to try to ensure that the back-up copy issufficient to enable you to restore the Hosted Services to the state they werein at the time that the back-up was taken. We will also retain and securelystore each back-up copy for a minimum period of 30 days. We will, within theperiod of 1 Business Day following receipt of a written request from you, usereasonable endeavours to restore the Customer Data stored in a back-up copycreated and stored by us to the Platform. You acknowledge that this processwill overwrite the Customer Data stored on the Platform prior to thisrestoration. In the event of any loss or damage to Customer Data, your onlyremedy is that we will use our reasonable endeavours to restore the lost ordamaged Customer Data from the latest back-up. We will not be responsible forany loss, destruction, alteration or disclosure of Customer Data caused by anythird party (except those third parties (if any) that we use to perform servicesrelated to Customer Data maintenance and back-up and the only to the extentspecified above).
We may integrate additional Third Party Services with the HostedServices at any time. We may remove, suspend or limit any Third Party Servicesintegration at any time. The supply of Third Party Services will be under aseparate agreement or arrangement between you and the relevant third party. Weare not responsible for supplying the Third Party Services. You acknowledgethat - (a) the integration of Third Party Services may entail the transfer ofCustomer Data from the Hosted Services to the Third Party Services, and (b) wehave no control over, or responsibility for, any disclosure, modification,deletion or other use of Customer Data resulting from any integration with anyThird Party Services. You must ensure that you have in place all that isnecessary to ensure that both the transfer of the Customer Personal Data to aprovider of Third Party Services complies with all laws that it is required tocomply with and the use of the Customer Personal Data by a provider of ThirdParty Services complies with all laws that it is required to comply with. Youconsent to the transfer of the Customer Data to the Third Party Services. Youaccept that the use of some features of the Hosted Services may depend upon youenabling and agreeing to integrations between the Hosted Services and ThirdParty Services. You warrant to us that the transfer of Customer Data by us to aprovider of Third Party Services will not infringe any person's legal orcontractual rights and will not put us in breach of any applicable laws. Unlesswe agree otherwise in writing and subject to what is otherwise written in theAgreement we give no warranties orrepresentations in respect of any Third Party Services and we will not beliable you in respect of any loss or damage that may be caused by any ThirdParty Services or any provider of Third Party Services.
Nothing in this Agreement will have the effect of assigning ortransferring any Intellectual Property Rights from us to you, or from you tous.
If we decide, or any third party alleges, that the use of theHosted Services by you in the way written in this Agreement infringe anyperson's Intellectual Property Rights, we may at our own cost and expenseeither modify the Hosted Services in such a way that they no longer infringethe persons Intellectual Property Rights or provide you with the right to use theHosted Services in accordance with this Agreement. If these remedies in are notavailable to us, we will be entitled to terminate the Agreement in which casewe will have no liability to you whatsoever or any obligation to pay liquidateddamages or other additional costs you may incur.
In no event will we be liable to the extent that anyinfringement of any persons Intellectual Property Rights is based on either amodification of the Hosted Services or Documentation by anyone but us, your useof the Hosted Services or Documentation in a manner contrary to theinstructions given by us or your use of the Hosted Services or Documentationafter notice of the alleged or actual infringement from us or anyone else.
You will pay us the Charges as you are required to do so and asis written the Subscription Tier Charges document. All Charges payable by you -(a) are payable in pounds sterling, (b) are exclusive of any applicable valueadded taxes, which will be added to the amounts charged at the appropriaterate; and (c) are (subject to what is written otherwise in this Agreement)non-cancellable and non-refundable. We are entitled to increase the Chargespayable by you once in each calendar year by giving to you not less than 30days' written notice of the change. Subject to our providing you with a 14 day free trial period, we willnot be obliged to provide or continue to provide any element of the HostedServices unless you have paid the applicable Charges in full cleared funds. Ifyou fail to pay Charges due when you first subscribe to a SubscriptionPackage(s) or prior to any Renewal Period(s) we will be entitled to suspendyour access to the Hosted Services until you pay us the Charges due in fullcleared funds.
You will pay the Charges due when you register with the Platformand subscribe to a Subscription Package at the time (where relevant) of firstpurchasing a Subscription Package or at the time (where relevant) that yousubmit a fully and correctly completed Order Form for the supply of additionalSubscription Packages or upgrades to Subscription Packages. You will pay theCharges by use of the Stripe payment platform. If you do not pay us Charges dueat the time that they are due then your access to interactiveFish may besuspended until payment is made and we may claim interest and statutorycompensation from you as is written in the Late Payment of Commercial Debts(Interest) Act 1998.
We will each take reasonable steps to - (a) keep the CustomerConfidential Information or Provider Confidential Information (as the case maybe) strictly confidential, (b) not disclose the Customer ConfidentialInformation or Provider Confidential Information (as the case may be) to anyperson without your prior written consent, (c) use the same degree of care toprotect the confidentiality of the Customer Confidential Information orProvider Confidential Information (as the case may be) as either of us use toprotect our own confidential information of a similar nature, and (d) act ingood faith at all times in relation to the Customer Confidential Information orProvider Confidential Information (as the case may be). Despite what is writtenin the Agreement, Confidential Information may be disclosed by either of us toour officers, employees, professional advisers, insurers, agents andsubcontractors who have a need to access the Confidential Information for thepurposes of work connected with this Agreement provided that the officers,employees, professional advisers, insurers, agents and subcontractors are boundby a written agreement or professional obligation to protect theconfidentiality of the Confidential Information that is disclosed. Theobligations of confidentiality in the Agreement do not include Confidential Informationif that Confidential Information - (a) is known to either of us or anybody elseto whom it is disclosed before it is disclosed and is not subject to any otherobligation of confidentiality, (b) is or becomes publicly known through nofault on the part of either you or us, (c) is independently developed by thereceiving party, provided the independent development can be shown by writtenevidence, or (d) is obtained by either of us from a third party incircumstances where neither of us has any reason to believe that there has beena breach of an obligation of confidentiality. The obligations ofconfidentiality in the Agreement do not apply to the extent that anyConfidential Information is required to be disclosed by either you or us toensure that we comply with any law or regulation, any judicial or governmentalorder or request or in circumstances where either of us is required to discloseinformation required in relation to the listing of the stock of either party onany recognised stock exchange. When this Agreement terminates, both of us agreeto cease to use immediately the other's Confidential Information. Within 5Business Days following the date that this Agreement terminates, both you andus agree that we will destroy or return to the other party (at the otherparty's option) all media containing the other party's ConfidentialInformation, and delete the other party's Confidential Information from ourcomputer systems. The obligations of confidentiality in the Agreement willcontinue to apply for a period of 5 years following the termination of thisAgreement. We shall not be responsible for any loss, destruction, alteration ordisclosure of Confidential Information caused by any third party. Youacknowledge that details of the Hosted Services and the results of any and allperformance tests of the Hosted Services constitute our ConfidentialInformation.
You agree that you will not make any public disclosures relatingto this Agreement or the subject matter of the Agreement (including disclosuresin press releases, public announcements and marketing materials) without firstobtaining our written consent. We will be entitled to make public disclosuresrelating to this Agreement or the subject matter of the Agreement (includingdisclosures in press releases, public announcements and marketing materials).Our respective rights and obligations with regard to publicity do not in anyway and can’t be interpreted as limiting the confidentiality obligations eachof us has to the other in the section entitled “Confidentiality Obligations”.
Both of us agree to comply in full with the Data Protection Lawsrelevant to the processing of the Customer Personal Data. You warrant to usthat you have the legal right to disclose all Personal Data that you discloseto us in connection with this Agreement. You agree to only supply, and we agreeto only process, the Personal Data of data subjects falling within thecategories in Part 1 of Schedule 7 (Data processing information) and of the typesin Part 2 of Schedule 7 (Data processing information); and we shall onlyprocess the Customer Personal Data for the purposes in Part 3 of Schedule 7(Data processing information). We will only process the Customer Personal Dataas we are entitled to during the Term and for not more than 30 days followingthe end of the Term. We will only process the Customer Personal Data you tellus to in writing (including transfers of the Customer Personal Data to anyplace outside the European Economic Area), as we are entitled to do in thisAgreement, or as is agreed between us in any other written document. We will beunable to follow any instruction that you give us relating to the processing ofthe Customer Personal Data that we feel infringes the Data Protection Laws.Regardless of what is written in this Agreement, we are entitled to process theCustomer Personal Data to the extent that we are required to do so by anyapplicable law. If we are required to do this, we will inform you of therequirement before processing, unless the law that we need to comply with stopsus from doing so. We will make sure that persons authorised to process theCustomer Personal Data have committed themselves to maintain theconfidentiality of the Customer Personal Data or are under an appropriatestatutory obligation of confidentiality. We will both implement appropriatetechnical and organisational measures to ensure an appropriate level ofsecurity for the Customer Personal Data, these measures will include thosemeasures specified in the document entitled Data Processing Information whichwill be made available by us to you online on the website athttp://interactivefish.com or any other web address notified by us to you fromtime to time. We will inform you at least 14 days in advance of when we intendto add or replace any third party processor. We will (where we can) ensure thateach third party processor is subject to equivalent obligations as thoseimposed on us by the Agreement. As at the Effective Date, we engage, as sub-processors,the following third parties – Strip and Amazon Web Services. We shall, as faras is possible and taking into account the nature of the processing, takeappropriate technical and organisational measures to assist you in yourobligation to us to respond to requests exercising a data subject's rightsunder the Data Protection Laws. We will assist you in ensuring compliance withyour obligations relating to the security of processing of personal data, thenotification of personal data breaches to the supervisory authority, thecommunication of personal data breaches to the data subject, data protectionimpact assessments and prior consultation in relation to high-risk processingunder the Data Protection Laws. We will report any Personal Data breach relatingto the Customer Personal Data to you within 24 hours of us becoming aware ofthe breach. Please note that we will beentitled to charge you at our standard time-based charging rates for any of thework in relation to Data Protection that we perform for you at your request. Wewill make available to you all information necessary to demonstrate ourcompliance with our Data Protection obligations under this Agreement and theData Protection Laws. We will, as directed by you, either delete or return allof the Customer Personal Data to you after the provision of any processingservices required, and we will delete all existing copies except those that weneed to keep where the law requires us to store the data. We will allow for andcontribute to audits, including inspections that you conduct or that any otherauditor instructed by you conducts to check compliance of our processing ofCustomer Personal Data with the Data Protection Laws. We will be entitled tocharge you for this at our standard time-based charging rates. If any actual orfuture changes to the Data Protection Laws result or will result in one or bothof us not complying with the Data Protection Laws when fulfilling ourobligations in this Agreement then we shall, wherever possible, vary theAgreement as is necessary to make sure we both comply.
Subject to you warranting to us that you have the right andauthority to enter into this Agreement and to perform your obligations underthis Agreement, all warranties, representations, conditions and all other termsof any kind whatsoever implied by statute or common law are, to the fullestextent permitted by applicable law, excluded from this Agreement or any othercontract related to this Agreement.
You acknowledge that complex software is never entirely freefrom defects, errors and bugs, is never entirely free from securityvulnerabilities and we give no warranty or representation that the HostedServices will be free from defects, errors and bugs or entirely secure. Youacknowledge that the Hosted Services are only designed to be compatible withthe software and systems specified as compatible in the Hosted ServicesSpecification and we do not warrant or represent that the Hosted Services willbe compatible with any other software or systems. You acknowledge that we willnot provide any legal, financial, accountancy or taxation advice under theAgreement or in relation to the Hosted Services and we do not warrant orrepresent that the Hosted Services or the use of the Hosted Services by youwill not give rise to any legal liability on your part or the part of any otherperson.
The obligations that we have in the Agreement will not apply tothe extent that any failure to comply is caused by your use of the HostedServices contrary our instructions, or modification or alteration of the HostedServices by any party other than us or our contractors or agents. If the HostedServices do not conform with the obligations that we have in this Agreement wewill, at our expense, use reasonable endeavours to correct any failure tocomply promptly, or provide you with an alternative means of accomplishing thedesired performance. Any correction or substitution that we make constitutesyour only remedy for any breach of the obligations that we have.Notwithstanding the foregoing, we do not warrant that your use of the HostedServices will be uninterrupted or error-free; or that the Hosted Services,Documentation and/or the information obtained by you through the HostedServices will meet your requirements and we will not be responsible for anydelays, delivery failures, or any other loss or damage resulting from thetransfer of data over communications networks and facilities, including theinternet, and you acknowledge that the Hosted Services and Documentation may besubject to limitations, delays and other problems inherent in the use of suchcommunications facilities. Nothing in this Agreement will prevent us fromproviding the Hosted Services to third parties or from independentlydeveloping, using, selling or licensing other documentation, products and/orservices which are similar to those provided to you.
We will indemnify each other and keep each other indemnifiedagainst any and all liabilities, damages, losses, costs and expenses (includinglegal expenses and amounts reasonably paid in settlement of legal claims) thateither of us needs to pay that arise directly or indirectly as a result of anybreach by either of us of this Agreement (this will be called a "ProviderIndemnity Event" or “Customer Indemnity Event”, as the case may be). Bothof us will - (a) notify the other upon becoming aware of an actual or potentialProvider Indemnity Event or Customer Indemnity Event, (b) provide the otherparty with all reasonable assistance required to deal with the ProviderIndemnity Event or Customer Indemnity Event, (c) allow the other party toconduct by itself all disputes, proceedings, negotiations and settlements withthird parties relating to the Provider Indemnity Event or Customer IndemnityEvent, and (d) not admit liability to any third party in connection with theProvider Indemnity Event or Customer Indemnity Event or settle any disputes orproceedings involving a third party relating to the Provider Indemnity Event orCustomer Indemnity Event without the prior written consent of the other party.Our obligation to indemnify you will not apply if you fail to comply with yourobligations. The protection we provide to you is subject to the limitations andexclusions of liability written in the Agreement.
Nothing in the Agreement will - (a) limit or exclude anyliability for death or personal injury resulting from negligence, (b) limit orexclude any liability for fraud or fraudulent misrepresentation, (c) limit anyliabilities in any way that is not permitted under applicable law, (d) excludeany liabilities that may not be excluded under applicable law.
The limitations and exclusions of liability set out here andelsewhere in this Agreement are subject to what is written in the paragraphentitled “Indemnities” and apply to all liabilities arising under thisAgreement or relating to the subject matter of this Agreement, includingliabilities arising in contract, in tort (including negligence) and for breachof statutory duty, except to the extent that something different is written inthis Agreement.
Except as is written otherwise in this Agreement - (a) youassume sole responsibility for results obtained from the use of the HostedServices and the Documentation, and for conclusions drawn from such use. Wewill have no liability for any damage caused by errors or omissions in anyinformation, instructions or scripts provided by us to you in connection withthe Hosted Services, or any actions taken by us at your direction, (b) allwarranties, representations, conditions and all other terms of any kindwhatsoever implied by statute or common law are, to the fullest extentpermitted by applicable law, excluded, and (c) the Hosted Services and theDocumentation are provided to you on an "as is" basis.
We will not be liable to you for any losses caused by a ForceMajeure Event. We will not be liable toyou for any loss of profits or anticipated savings, loss of revenue or income,loss of use or production, loss of business, contracts or opportunities,depletion of goodwill and/or similar losses or corruption of data, database,software or information, or pure economic loss or for any special, indirect orconsequential loss or damage whatsoever.
Our liability to you under this Agreement for any event orseries of related events will not exceed the total amount paid and payable byyou to us under the Agreement in the 12 month period preceding the start of theevent or events. The aggregate liability of us to you under this Agreementshall not exceed the total amount paid and payable by you to us under thisAgreement.
If a Force Majeure Event gives rise to a failure or delay byeither of us of any of our obligations written in this Agreement (other thanany obligation to make a payment), that obligation will be suspended for theduration of the Force Majeure Event. If either of us becomes aware of a ForceMajeure Event which causes either of us to fail or delay, or is likely to causeeither of us to fail or delay, performing any obligation written in thisAgreement, we must promptly notify the other and inform the other of the periodwhich we think that the failure or delay will continue, the failure to do whichwill mean that neither of us can then rely on the Force Majeure Event to excuseany failure to perform an obligation that we have that is written in theAgreement. If one of us is hampered in the performance of the obligationswritten in this Agreement by a Force Majeure Event then we must take reasonablesteps to mitigate the effects of the Force Majeure Event and, if we don’t,neither of us can then rely on the Force Majeure Event to excuse any failure toperform an obligation that we have that is written in the Agreement.
Either of us may terminate this Agreement (a) by giving to theother party not less than 30 days' written notice of termination expiring atthe end of the Initial Subscription Term or any Renewal Period in which casethe Agreement will be terminated on expiry of the Initial Subscription Term orrelevant Renewal Period, (b) immediately by giving written notice oftermination to the other party if - (i) the other party commits any materialbreach of this Agreement, and the breach cannot be remedied, (ii) the otherparty commits a material breach of this Agreement, and the breach is capable ofremedy but the other party fails to remedy it within 30 days following thegiving of a written notice to the other party that requires the party to remedythe breach, or (iii) the other party repeatedly breaches this Agreement(irrespective of whether the breaches when taken together are a materialbreach) in such a manner so as to reasonably justify the opinion that itsconduct is inconsistent with it having the intention or ability to give effectto the Agreement, (c) straight away by writing to the other party telling themthat they want to terminate the Agreement if either you or us – (i) isdissolved, (ii) ceases to carry on all (or substantially all) of our business,(iii) is or becomes unable to pay debts as they fall due, (iv) is or becomesinsolvent or is declared insolvent, or (v) convenes a meeting or makes orproposes to make any arrangement or composition with creditors, (d) anadministrator, administrative receiver, liquidator, receiver, trustee, manageror similar is appointed over any assets; (e) an order is made for the windingup of either you or us, or either of us passes a resolution that we be wound up(other than for the purpose of a solvent company reorganisation where thereorganized company will assume all the obligations written in this Agreementof the party reorganised), or (f) if either of us is an individual and (i)either you or us die, (ii) as a result of illness or incapacity, either you orus becomes incapable of managing his or her own affairs, or (iii) either you orus are the subject of a bankruptcy petition or order.
We may terminate this Agreement straight away by writing to youtelling you that we want to terminate the Agreement if any amount that you oweto us under this Agreement is unpaid by the date that it is due to be paid andremains unpaid on the date that that we write to you telling you that we wantto terminate the Agreement. This Agreement may only be terminated by either ofus as is written in the Agreement.
When this Agreement is terminated by either of us, all of theprovisions of this Agreement will cease to have effect, save that the followingprovisions of this Agreement shall survive and continue to have effect (inaccordance with their express terms or otherwise indefinitely): The relevantparts of the sections entitled Definitions, Your Use of the Hosted Services,Integration of the Hosted Services with Third Party Services, Payments,Confidentiality obligations, Publicity, Data Protection, Indemnities,Limitations and exclusions of liability, Effects of Termination, Non-solicitationof Personnel, Assignment, No waivers, Severability, Third Party Rights,Variation, Entire Agreement and Law and Jurisdiction. Except to the extent thatis written in this Agreement otherwise, the termination of this Agreement shallnot affect the accrued rights of either party.
Within 30 days following the termination of this Agreement forany reason you will pay us for Services provided by us to you before thetermination of this Agreement and we will refund to you any Charges you havepaid for Services that we have not provided at the time that the Agreement isterminated, both of which will not affect any other legal rights that you or ushave.
You will not without our consent in writing, either during theTerm or within the period of 6 months following the end of the Term, engage,employ or solicit for engagement or employment any of our employees orsubcontractors who have been involved in any way in the negotiation orperformance of this Agreement.
Any notice given under this Agreement must be in writing,whether or not described as "written notice" in this Agreement.Notices provided by us will be [TBC]. Any notice given by you to us under thisAgreement should be submitted using electronic mail to the following address:[TBC]. A notice will be deemed to have been received upon our receipt of theemail.
You must not subcontract (i.e. agree that any third partyperform obligations on or behalf) any of your obligations written in this Agreementwithout our prior written consent. You acknowledge and agree that we cansubcontract any of our obligations written in this Agreement. In particular youagree and acknowledge that we are entitled to sub-contract the hosting of thePlatform, the provision of services in relation to payment of the Charges andthe support and maintenance of elements of the Platform.
You acknowledge that facilities for payment of the Charges areprovided by a third party payment platform provider appointed by us. Youfurther acknowledge that we are entitled to change the third party paymentplatform provider appointed from time to time as we consider it appropriate todo so and we will endeavour to maintain details of the currently appointedthird party payment platform provider along with a link to the third partypayment platform provider’s terms and conditions of business on the Website.You are required to read and comply with the currently appointed third partypayment platform provider’s terms of business when paying the Charges and youacknowledge that in using the third party payment platform provider’s servicesyou do so in accordance with the third party payment platform provider’s termsand conditions of business. On the Effective Date the third party paymentplatform provider that we use is Stripe who’s terms and conditions of businessare at http://stripe.com.
You acknowledge that hosting of the Hosted Services is providedby a third party cloud computing platform provider appointed by us. You furtheracknowledge that we are entitled to change the third party cloud computingplatform provider appointed from time to time as we consider it appropriate todo so and we will endeavour to maintain details of the currently appointed thirdparty cloud computing platform provider along with a link to the third partycloud computing platform provider’s terms and conditions of business on ourwebsite. You are required to read and comply with the currently appointed thirdparty cloud computing platform provider’s terms of business and acknowledgethat in registering and/or subscribing to interactiveFish and using the HostedServices you do so in accordance with the third party cloud computing platformprovider’s terms and conditions of business. On the Effective Date the thirdparty cloud computing platform provider that we use is Amazon Web Serviceswhose terms and conditions business are at https://aws.amazon.com.
You agree that we may assign, transfer or otherwise deal with ourcontractual rights and obligations under this Agreement. You must not assign,transfer or otherwise deal with your contractual rights and/or obligationsunder this Agreement without our consent in writing.
No breach of any provision of this Agreement will be waivedexcept with the express written consent of the party not in breach. No waiverof any breach of any provision of this Agreement will be taken to be a furtheror continuing waiver of any other breach of that provision or any breach of anyother provision of this Agreement.
If a provision of this Agreement is determined by any court orother competent authority to be unlawful and/or unenforceable, the otherprovisions will continue in effect. If any unlawful and/or unenforceableprovision of this Agreement would be lawful or enforceable if part of it weredeleted, that part will be taken to have been deleted, and the rest of theprovision will continue in effect.
This Agreement is for the benefit of you and us, and is notintended to benefit or be enforceable by anybody else. The exercise of eitherof our rights under this Agreement will not require the consent of any thirdparty.
We may vary this Agreement from time to time. The HostedServices and Documentation provided shall at all times be subject to our latestTerms and Conditions which can be found on our website athttp://interactiveFish.com.
What is written in this Agreement (and any variations of theAgreement) constitutes the entire agreement between us in relation to thematters written in it, and it will supersede all previous agreements,arrangements and understandings between the parties in respect of theAgreement. Neither you nor us will have any remedy in respect of anymisrepresentation (whether written or spoken) made by either of us to the otheron which either you or us relied on in entering into this Agreement.
This Agreement and any dispute or claim arising out of or inconnection with it or its subject matter or formation (including non-contractualdisputes or claims) shall be governed by and interpreted in accordance with thelaw of England and Wales. We both irrevocably agree that the courts of Englandand Wales will have exclusive jurisdiction to settle any dispute or claimarising out of or in connection with this Agreement or its subject matter orformation (including non-contractual disputes or claims).
I/We [*] hereby give notice that I/We [*] cancel my/our [*] interactiveFish Subscription Package. I/We confirm [*] that I/we [*] have not used interactiveFish for the purposes of starting an Interactive Project.
I/We [*] confirm that the Subscription Package(s) was ordered on [*]:
Name of Consumer: [*]
Address of Consumer: [*]
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