WEBSITE TERMS

In a nutshell
1. BACKGROUND
Who we are.
Hello. We’re The Law Boutique Limited. Our company number is 09509112 and our registered office is at Flat 17, 12 Ebenezer Street, London N1 7RP. We’ve developed a platform to facilitate the creation of the oneNDA (the ‘Platform’).
Who you are. You’re a company which has agreed to test and evaluate the Platform under the terms of the Beta Terms (the ‘Agreement’). By using the Platform, you are deemed to agree to this Agreement. Note that when you become a fully fledged (rather than beta) user, we’ll enter into a separate agreement to govern our relationship.

2. LICENCE
Licence grant
. Under the terms of this Agreement, we grant you a personal, non-exclusive, non-transferable and revocable licence to test the Platform for your company’s business purposes (the ‘Licence’).
Scope. The Licence is only valid for as long as this Agreement remains in force and is exclusive to you. This means you’re not allowed to sub-licence, assign or transfer it to anyone else. We can revoke the Licence at any time and we won’t incur any liability if we do so. Anyone who you allow to use the Platform (the ‘Authorised Users’) will need to comply with the Use Restrictions below. If they don’t, we’ll hold you liable.

3. USER RESTRICTIONS
You agree that you will use the Platform responsibly and not abuse the Platform in any way. In particular, you agree that you – and you’ll ensure your Authorised Users – will not: Interfere with the Platform. Interfere with or damage any part of the Platform, our equipment, network, software or storage arrangements.Copy or reverse engineer the Platform. Attempt to decompile, reverse engineer, data scrape, script, automate, copy, adapt, rent, licence or re-sell the Platform, our website or any part of either.Build a competitive product. Use the Platform or any part of it to build a competitive product or service.Infringe IP rights. Do anything that infringes on the intellectual property rights of us or any other person.Break the law. Do anything that is a criminal offence under the Computer Misuse Act 1990 (for example, by introducing viruses, trojans and other technologically harmful or damaging material) or otherwise unlawful or contrary to applicable law and regulation. If you do, we’ll report you to the authorities and provide them with your (or your Authorised Users’) identity details.  Harm others. Use the Platform to abuse, harm, harass or exploit others, collect information about them or distribute spam.If you do any of the above or anything else that we reasonably believe is harmful or abusive, we may suspend or revoke your Licence without notice or liability to you.Unauthorised access. You agree to take all reasonable steps to prevent any unauthorised access to the Platform. That includes keeping any security credentials we provide to you - such as usernames and passwords - safe and secure and not sharing them with anyone except your Authorised Users. We’re not liable to you for any loss or damage resulting from your failure to do so. You must let us know immediately by emailing support@onenda.app if the security credentials are compromised in any way.

4. DISCLAIMER
Platform disclaimer.
You acknowledge and agree that the Platform:is provided “as is”. This means we don’t promise or warrant (either expressly or impliedly) that the Platform is of merchantable or satisfactory quality, fit for any particular purpose or free from viruses or infringement;is not complete in development and may not have been commercially released for sale by us during the Term; may not be fully functional, and it is expected that it will contain errors, design flaws or other problems, including problems that may adversely impact the operation of your existing products; may not be reliable during the time you are participating as a tester in the product tester programme; andhas not passed any required regulatory tests.No obligation to release. You acknowledge and agree that we are not under any obligation to release a commercial version of the Platform and we can unilaterally decide to abandon the Platform without any obligation or liability to you.
External services. You may be able to access third-party services and websites via the Platform. You agree that using these services is at your own risk and we have no responsibility or liability in relation to them.

5. FEEDBACK
Feedback requests.
We will be asking you to provide us with your feedback, suggestions, enhancement requests, and recommendations (‘Feedback’) regarding the Platform. We may modify and incorporate this Feedback into the Platform without any restriction and without any payment. Feedback rights. You hereby grant to us all required licenses in your Feedback and the associated intellectual property rights.

6. CONFIDENTIALITY
Confidential information.
Confidential Information’ means information relating to this Agreement which is disclosed by a party (the ‘Discloser’) to another party (the ‘Receiver’). It doesn’t include information that is in the public domain or already known by the Receiver at the time of disclosure, or independently developed by the Receiver, or expressly indicated by the Discloser as not confidential. Sharing with Permitted Recipients. The Receiver may share Confidential Information with its officers, employees, affiliates, representatives, agency and subcontractors (‘Permitted Recipients’), but only if they:need to know it, and only use it, to give effect to this Agreement; andhave agreed to keep it confidential and restrict its use to the same extent that the Receiver has.The Receiver is liable for any breach by a Permitted Recipient of the obligations above.Sharing required by law. The Receiver may share Confidential Information if required by applicable law or regulation but must (if it is allowed to) promptly notify the Discloser of the requirement and consult with the Disclosure about the need for and form of the disclosure.Confidentiality obligations. The Receiver must: only use the Confidential Information to give effect to this Agreement;keep the Confidential Information secure, secret and confidential and only disclose it as allowed by this Agreement; andpromptly notify the Discloser if it, or any of its Permitted Recipients, become aware that (i) this Agreement has been breached, or (ii) there has been a security incident that may result in an unauthorised disclosure of any Confidential Information or any of it being lost, damaged or destroyed.

7. DATA PROTECTION
Data Protection Legislation
. To the extent we process any of your ‘personal data’ (as defined in applicable data protection legislation), each of us agree to comply with the Data Processing Agreement (‘DPA’) which is incorporated by reference into this Agreement.

8. INTELLECTUAL PROPERTY
Ownership.
All intellectual property rights in the Platform are and remain owned by us. Except for any rights we’ve explicitly granted to you in this Agreement, you don’t have any rights whatsoever to the Platform. That means you can’t make any changes to it or create any derivative products using the Platform. If you do make any changes, you must (and ensure your Authorised Users) assign the intellectual property rights in those changes to us.
Your information. You retain the rights to any documents or information which you upload to the Platform (we’ll call this ‘Your Information’). That includes any contracts or other legal documents you store on the Platform. You warrant to us that you own all of Your Information which you upload to the Platform. For the duration of the Term, you grant us a royalty-free, free, worldwide, non-exclusive licence to use Your Information as may be required to provide the Platform to you.

9. FEES AND PAYMENT
Our packages.
We offer a range of packages to suit your needs, the details of which are set out in the Information Pack (the ‘Information Pack’) provided with this Agreement. General. All of our fees and charges exclude VAT and must be paid in pounds sterling (unless we tell you otherwise). Fees are charged monthly in advance. The first payment will be taken on the day we provide you with access to the Platform and will be charged on the same day each month.Add-on bundles. If you reach your package limit, you can purchase add-on bundles, as set out in the Information Pack. Fees for add-on bundles will be charged in arrear.Changes. We reserve the right to increase fees at the end of the beta testing period. We’ll provide you with reasonable notice of any such fee increase before it takes effect.

10. TERM AND TERMINATION
Term.
This Agreement starts on the date you start using the Platform and will continue until terminated in accordance with this Agreement (the ‘Term’). Termination for convenience. Either party may terminate this Agreement at any time for any reason by providing one month’s written notice to the other party. If you terminate for convenience, you won’t receive a refund of any prepaid fees. Termination for cause. Either party may terminate this Agreement immediately on written notice if the other party (i) materially breaches its obligations or (ii) becomes subject to a bankruptcy, insolvency or other event.
Consequences of termination. On termination, your Licence will immediately terminate and any fees or charges become immediately due and payable. The expiry or termination of this Agreement won’t affect the accrued rights, remedies, obligations or liabilities of the parties under it as existing at expiry or termination.

11. LIABILITY
We don’t exclude or limit liability for anything we can’t by law.
That includes liability for personal injury caused by negligence, fraud or fraudulent misrepresentation.Exclusions. We won’t be liable to you, whether in contract, tort (including negligence), for breach of statutory duty, misrepresentation or otherwise, arising under or in connection with this Agreement for:indirect, special, incidental, consequential, exemplary, or punitive losses or damages; orcost of cover or loss of business, revenues, or profits (in each case whether direct or indirect). Liability cap. Each party’s total liability in respect of any claim arising under this Agreement is limited to the amount of fees paid by you in the 12 months preceding the claim. This cap doesn't apply to heads of liability that can’t be limited or excluded by law.

12. GOVERNING LAW AND JURISDICTION
This Agreement is governed by the laws of England and Wales and the courts of England and Wales have exclusive jurisdiction to hear disputes in relation to it.

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