Last updated: September 2021

Acceptance of terms

Thanks for joining Herdify. These Terms of Use govern the services provided to you ( “Customer” ) by Herdify, Company number: 132888 whose registered office is at Suite 19 Maple Court, Grove Park, Maidenhead, Berkshire, UK, SL6 3LW By signing up for our services, or by downloading, installing or otherwise accessing or using the Services (as defined below), you agree that you have read, understand, and accept the terms and conditions described below (the “Terms of Use”) and you agree to be bound by these Terms of Use and all terms, policies and guidelines incorporated in the Terms of Use by reference. If you do not agree to these Terms of Use, you do not have our permission to, and may not use the Services (as defined below) in any way. The Services are offered to you conditional on your acceptance of these Terms of Use. We may make changes to these Terms of Use from time to time. When we do, we will revise the “Last Updated” date given above. Modifications are effective upon publication. It is your responsibility to review these Terms of Use frequently and to remain informed of any changes to them. The then-current version of these Terms of Use will supersede all earlier versions. You agree that your continued use of our Services after such changes have been published will constitute your acceptance of such revised Terms of Use. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.

1. Account Registration and Administration.

1.1. Account Registration.

To register to the Service for the first time, you shall create an account with  the Service. By creating an account (“Account”) and registering to the Service you become, either  individually or on behalf of your employer or any entity, on behalf of whom you created the Account, a  Herdify customer (the “Customer”). The first user of the Account is automatically assigned as the  Account administrator (the “Admin”).

1.2. Your Registration Information.

When creating an Account or when you are added into an Account and creating your user profile (the “User Profile”), you: (i) agree to provide us with accurate, complete,  and current registration information about yourself; (ii) acknowledge that it is your responsibility to ensure  that your password remains confidential and secure; (iii) agree that you are fully responsible for all  activities that occur under your User Profile and password, including any integration or any other use of  third party products or services (and associated disclosure of data) in connection with the Service; and  (iv) undertake to promptly notify us in writing if you become aware of any unauthorized access or use of  your Account or User Profile and/or any breach of these Terms. We may assume that any communications we receive under your User Profile have been made by you. Customer will be solely responsible and liable for any losses, damages, liability and expenses incurred by us or a third party,  due to any unauthorized usage of the Account by either you or any other User or third party on your behalf.

1.3. User Verification.

You understand and agree that we may require you to provide information that  may be used to confirm your identity and help ensure the security of your Account and/or User Profile.  In the event that you or the Admin lose access to an Account or otherwise request information about an  Account, we reserve the right to request from you or such Admin (as the case may be) any verification we deem necessary before restoring access to or providing information about such Account.

1.4. Account Admins.

The Admin(s) of an Account are, severally and jointly, deemed as the authorized representatives of the Customer, and any decision or action made by any Admin is deemed as a  decision or action of Customer. An Admin may assign or add other members of the Account as Admins,  which possess important privileges and controls over the use of the Service and the Account, including,  without limitation: (i) control your (and other Users) use of the Account; (ii) purchase, upgrade or  downgrade the Service; (ii) create, monitor or modify Users’ actions and permissions; (iii) manage the access to, control, remove, share posts or otherwise change, all or part of the Customer Data (as defined  below); and (iv) integrate or disable integration with Third Party Services. You also acknowledge that  your Account can become managed by a representative of the entity that owns or controls the email  address domain with which your Account was created or registered.

1.5. Other Users.

There are several types of Account users, such as guests, viewers and team  members, all of whom are defined within the Service and referred to herein as “Authorized Users”, and  collectively with the Admin, the “Users”. The features and functionalities available to the Users are  determined by the respective subscription plan governing such Account, and the privileges of each such  Authorized User are assigned and determined by the Account Admin(s).

1.6. Responsibility for Authorized Users.

Customer is solely liable and responsible for understanding  the settings, privileges and controls for the Service and for controlling whom Customer permits to  become a User and what are the settings and privileges for such User, including without limitation, the  right for a User to invite other Users (either paid or unpaid), the right to incur charges on the Account,  the right to access, modify or share boards, etc. Customer is responsible for the activities of all of its Users, including Order Forms they may place and how Users use the Customer Data, even if those  Users are not from Customer’s organization or domain. Further, Customer acknowledges that any action  taken by a User of Customer’s Account, is deemed by us as an authorized action by Customer, hence  Customer shall have no claim in this regard.

2. Confidential Information and Data Protection

“Confidential Information”: all information, data or material of whatsoever nature in any form which is necessary for either party to disclose to the other pursuant to this Agreement and anything the receiving party creates which is derived from or based upon the information data or materials disclosed to it by the disclosing party. It shall not include any information or materials which: (a) are in or enter into the public domain (other than as a result of disclosure by the receiving party or any third party to whom the receiving party disclosed such information); (b) were already in the lawful possession of the receiving party prior to the disclosure by the disclosing party; (c) are subsequently obtained by the receiving party from a third party who is free to disclose them to the receiving party; or (d) are required to be disclosed by law or regulatory authority. The receiving party agrees that it shall: (a) use the Confidential Information only to fulfil its obligations pursuant to this Agreement; (b) treat all Confidential Information of the disclosing party as confidential; (c) not, without the express written consent of the disclosing party, disclose the Confidential Information or any part of it to any person except to the receiving party’s directors, employees, parent company, agreed subsidiaries or agreed subcontractors, who need access to such Confidential Information for use in connection with the Services and who are bound by similar confidentiality and non-use obligations; and (d) comply as soon as practicable with any written request from the disclosing party to destroy or return any of the disclosing party’s Confidential Information (and all copies, summaries and extracts of such Confidential Information) then in the receiving party’s power or possession. The provisions of the Data Processing Agreement made between the parties pursuant to an Agreement shall govern any processing of Personal Data hereunder.

3. Intellectual Property Rights; License.

3.1. Our Intellectual Property.

The Service and Sites, inclusive of materials, such as software,  application programming interface, design, text, editorial materials, informational text, photographs,  illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks  and services marks (excluding Customer Data), any and all related or underlying technology and any  modifications, enhancements or derivative works of the foregoing (collectively, “Herdify Materials”), are the property of Herdify and its licensors, and may be protected by applicable  copyright or other intellectual property laws and treaties. As between you and Herdify,  Herdify retains all right, title and interest, including all intellectual property rights, in and to the  Herdify Materials.

3.2. Customer Reference.

Customer acknowledges and accepts that Herdify has the right to use  Customer’s name and logo to identify Customer as a customer of Herdify or User of the Service,  on Herdify website, marketing materials or otherwise by public announcements. Customer may  revoke such right, at any time, by contacting legal@herdify.com

3.3. Your Access and Use Rights.

Subject to the terms and conditions of these Terms, and your  compliance thereof, and specifically in strict compliance with our Acceptable Use Policy, we grant you  a limited, worldwide, non-exclusive, non-transferable right to access and use the Service and Sites,  during the applicable Subscription Term, solely for Customer’s internal purposes.

3.4. Use Restrictions.

Except as expressly permitted in these Terms, you may not, and shall not allow  an Authorized User or any third party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose,  publish, assign, market, resell, display, transmit, broadcast, transfer or distribute any portion of the  Service or the Sites to any third party, including, but not limited to your affiliates, or use the Service in  any service bureau arrangement; (ii) circumvent, disable or otherwise interfere with security-related  features of the Sites or Service or features that prevent or restrict use or copying of any content or that  enforce limitations on use of the Service or Sites; (iii) reverse engineer, decompile or disassemble,  decrypt or, attempt to derive the source code of, the Service or Sites, or any components thereof; (iv)  copy, modify, translate, patch, improve, alter, change or create any derivative works of the Service or  Sites, or any part thereof; (v) take any action that imposes or may impose (at Herdify sole  discretion) an unreasonable or disproportionately large load on the Herdify infrastructure or  infrastructure which supports the Sites or Service; (vi) interfere or attempt to interfere with the integrity or proper working of the Service or Sites, or any related activities; (vii) remove, deface, obscure, or alter  Herdify’ or any third party’s identification, attribution or copyright notices, trademarks, or other  proprietary rights affixed to or provided as part of the Service or Sites, or use or display logos of the  Service or Sites without Herdify’ prior written approval; (viii) use the Service or Sites for  competitive purposes, including to develop or enhance a competing service or product; or (ix)  encourage or assist any third party (including other Authorized Users) to do any of the foregoing.

3.5. Feedback.

As a User of the Service and/or Sites, you may provide suggestions, comments, feature  requests or other feedback to any of Herdify Materials, the Herdify Service, the API (in case  you are the Admin) and/or the Sites (“Feedback”). Such Feedback is deemed an integral part of  Herdify Materials, and as such, it is the sole property of Herdify without restrictions or  limitations on use of any kind. Herdify may either implement or reject such Feedback, without any  restriction or obligation of any kind. You (i) represent and warrant that such Feedback is accurate,  complete, and does not infringe on any third party rights; (ii) irrevocably assign to Herdify any right,  title and interest you may have in such Feedback; and (iii) explicitly and irrevocably waive any and all  claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights, worldwide, in or to such Feedback.

3.6. API Use.

We may offer an application programming interface that provides additional ways to  access and use the Service (“API“). Such API is considered a part of the Service, and its use is subject  to all these Terms. Without derogating from Sections 5.1 through 5.4 hereof, you may only access and  use our API for Customer’s internal business purposes, in order to create interoperability and integration  between the Service and other products, services or systems you and/or Customer use internally. When  using the API you should follow our relevant developer guidelines. We reserve the right at any time to  modify or discontinue, temporarily or permanently, your and/or Customer’s access to the API (or any  part of it) with or without notice. The API is subject to changes and modifications, and you are solely  responsible to ensure that your use of the API is compatible with the current version.

4.Term and Termination

Each Agreement made pursuant to these Terms and Conditions shall commence on the Effective Date and continue for the Term detailed in the Order Form. For an Order Form relating to consultancy Services only, the Agreement shall continue from the Effective Date until the date of delivery of the last deliverable or completion of the consultancy Services. The resource commitment and delivery plan in line with any project schedule agreed during project mobilisation shall apply. Herdify will allocate resources to deliver the Software and Services in line with the said project schedule. In the event of a delay outside of Herdify’ control that results in the cancellation or postponement of the said allocated resources, Herdify will use reasonable endeavours to re-assign the resources to other project work. If it is not reasonably practicable to re-assign such resources Herdify reserves the right to invoice the Client for any cancelled/postponed days in whole or part plus any expenses already incurred (the said invoice for the cancelled/postponed days and expenses shall be in addition to any charges due for the delivery of the Services). Any other material changes to the project schedule shall require the written agreement of authorised representatives of both parties (and the Client accepts any such changes may affect the fees payable under section 3 above). In the event either party materially breaches any of its obligations hereunder (which breach has not been remedied within 30 days after written notice is given to the defaulting party specifying the breach) or if the Client fails to pay Herdify any amount required to be paid hereunder, the party not in default may by written notice terminate the Agreement. On termination of this Agreement (howsoever arising), the Client shall immediately pay to Herdify: (i) all outstanding unpaid invoices and interest; (ii) in respect of Services and Software which has been supplied but not yet invoiced for, Herdify shall submit an invoice which shall be payable by the Client immediately; and (iii) the remainder of the fees that would have otherwise been payable had the Agreement not terminated, provided always that this subsection (iii) shall not apply where termination arises as a result of an act and/or omission of Herdify. The parties’ rights and obligations under Clauses 2,3,4,5,6,7,8 and 10 shall survive termination of this Agreement. Termination shall not limit either party from pursuing any other remedies available to it. Herdify reserves the right to deactivate the Software.

5.Force Majeure

 Neither party shall be responsible or liable for any damage, delay or failure in the performance of its obligations hereunder (except failure to pay) caused by strike, fire, storm, flood, explosion, power failure, war, riot, acts of terror, act of government, or of public or local authority or of any cause beyond its reasonable control.

6. Liability

Neither party excludes or limits liability for death or personal injury or fraud or fraudulent misrepresentation. Herdify shall not be liable to the Client for any indirect or consequential loss, or for any loss of revenue (indirect or direct), loss of profits (indirect or direct), loss of business or goodwill, loss of, damage to, or corruption of data or loss of availability of data, howsoever caused and even if such loss was reasonably foreseeable or Herdify had been advised of the possibility of the Client suffering such loss. Notwithstanding any other term in this Agreement, Herdify’ aggregate liability for any event or group of related events arising under or in connection with this Agreement shall be limited to damages of an amount equal to 100% of the total fees paid or payable by the Client, under the Order Form that is the subject of a claim. Notwithstanding the foregoing, Herdify shall not be liable to the Client for any loss, damage, cost or expense arising out of any failure by the Client to keep full and up-to-date security copies of software and data in accordance with best computing practice.

7.Data Processing Policy (DPA)

By using the Service, Customer also accepts our Data Processing Agreement, which governs the Processing of Personal Data (as both terms are defined in  the DPA) on Customer’s behalf, where such Personal Data is subject to the General Data Protection  Regulation 2016/679 (the “GDPR”)

8. General

All notices to be given hereunder shall be given in writing to the recipient at the address as either party may designate by notice to the other. Any concession or indulgence made by either party shall not be considered as a continuing waiver of its rights. This Agreement may not be assigned in whole or in part by the Client without the prior written consent of Herdify. This Agreement supersedes any previous understandings between the parties and constitutes the entire understanding between Herdify and the Client on all matters contained or referred to herein. No additional term or variation shall be valid unless in writing signed by each party’s authorised representatives. Any terms and conditions in the Client’s purchase order are explicitly excluded. This Agreement shall be governed and construed in accordance with English Law and both parties accept the sole and exclusive jurisdiction of the English Courts. Should any provision be held unenforceable or contrary to law, the remaining provisions shall remain in full force and effect. Subject to the foregoing, the parties agree that any person who is not a party hereto shall have no right pursuant to the Contracts (Rights of Third Parties) Act 1999. However this shall not affect any right or remedy of a third party which exists or is available apart from that Act.