These terms shall apply to the Agreement entered into between you and Wooshii for access to the Services. By accessing the Services, you confirm that you accept these terms and that you agree to comply with them.
By registering to access the Services, you acknowledge and agree that you have read and understood these terms. You confirm that you have the authority to act on behalf of and bind any person or entity for whom you are accessing the Services, including the right to charge such persons or entities for the use and setup of the Services as agreed upon
| 1. Interpretation |
| 1.1 The definitions and rules of interpretation in this clause apply in this Agreement. Agreement the legally binding contract between you and Wooshii Authorised Users those employees, agents and independent contractors who are authorised to access the Services, Business Day a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business; Business Hours 0800 to 1800 local UK time, each Business Day; Confidential Information information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information Customer Data the data inputted by you, Authorised Users, or Wooshii on your behalf for the purpose of using the Services or facilitating your use of the Services; Effective Date the date of this Agreement; Excess Data Customer Data which is stored by or on behalf of Wooshii as part of the Services, which exceeds the fair use data limit; Illegal / Unlawful in breach of any law or regulation, which is effective either in the United Kingdom or in the jurisdiction of the relevant Authorised User(s) who are involved in a Project; Initial Term the initial term of this Agreement, being a period of 1 (one) year commencing on the Effective Date; Intellectual Property Rights patents, utility models, rights to inventions, copyright and neighbouring and related rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world; Integration a connection to a platform or an individual instance, account or connection to a platform Services the subscription services for access to the Software provided by Wooshii to you under this Agreement via the Website; Software the online software application(s) for video content and communication management service, which is provided by Wooshii to you via the Website as part of the Services; Licence Fees the Licence Fees, which are payable by you to Wooshii for the User Subscriptions; Subscription Term has the meaning given in clause 14.1 (being the Initial Term together with any subsequent Renewal Periods); Support Fees the support fees, which are payable by you to Wooshii for the provision by Wooshii for support services; Support Services Policy Wooshii’s policy for providing support in relation to the Services as made available at the Website; User Subscriptions the user subscriptions purchased by you which entitle Authorised Users to access and use the Services in accordance with this Agreement; Virus any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices; Website the internet site located at the url wooshii.com or such other website address as may be notified by Wooshii to you from time to time; Wooshii or Wooshii-Insight, Wooshii Copilot, Wooshii Brand Check Wooshii Limited, a company registered in England and Wales with company number 06862860 with its registered office at Fifth Floor, 55 King Street, Manchester, England, M2 4LQ 1.2 Clause and paragraph headings shall not affect the interpretation of these terms. 1.3 A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality). 1.4 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular. 1.5 A reference to a statute or statutory provision is a reference to it as it is in force as at the Effective Date and shall include all subordinate legislation made as at the Effective Date under that statute or statutory provision. 1.6 Precedence of Subscription Agreement Notwithstanding anything to the contrary in these Terms and Conditions, in the event of any conflict or inconsistency between these Terms and Conditions and the Subscription Agreement entered into between you and Wooshii, the provisions of the Subscription Agreement shall prevail, but only to the extent of such conflict or inconsistency, particularly with respect to termination procedures, evaluation periods, and payment terms. |
| 2. Integrations or User Subscriptions |
| 2.0 Phase 1 2.0.1 For the first 14 days after the Effective Date (“Phase 1”), you may terminate this Agreement at any time without incurring any fees. 2.0.2 After Phase 1 ends, the remainder of this Agreement will be in full force and effect. 2.1 Subject to you purchasing additional Integrations or User Subscriptions in accordance with clause 3.1 and clause 9.1, the restrictions set out in this clause 2 and elsewhere in these terms, Wooshii hereby grants to you a non-exclusive, non-transferable right, without the right to grant sub-licences, to permit the Authorised Users to use the Services during the Subscription Term solely for your business operations. 2.2 In relation to the Authorised Users, you undertake that: 2.2.1 the maximum number of Authorised Users that you authorise to access and use the Services shall not exceed the number of User Subscriptions that you have purchased from Wooshii from time to time; 2.2.2 you will not allow or suffer any User Subscription to be used by more than one individual Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services; 2.2.3 each Authorised User shall keep a secure password for his/her use of the Services, such password shall be changed regularly in accordance with best practice and each Authorised User shall keep his/her password confidential; and 2.2.4 you shall maintain a written, up to date list of current Authorised Users and provide such list to Wooshii within 5 (five) Business Days of our written request at any time. 2.3 You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that: 2.3.1 is Unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; 2.3.2 facilitates Illegal activity; 2.3.3 depicts sexually explicit images; 2.3.4 promotes unlawful violence; 2.3.5 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or 2.3.6 is otherwise Illegal or causes damage or injury to any person or property; and Wooshii reserves the right, without liability or prejudice to its other rights to you, to disable your access to any material that breaches the provisions of this clause. 2.4 Subject to your statutory rights which cannot be excluded or limited by contract, including those under the Copyright, Designs and Patents Act 1988 (as amended) and the EU Software Directive (2009/24/EC) as implemented in UK law, you shall not: 2.4.1 attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means, except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties; 2.4.2 attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software, except as permitted by applicable law for the purposes of achieving interoperability of the Software with another software program, where such actions cannot be prohibited because they are essential for the purposes of achieving inter-operability of the Software with another software program, and provided that: (a) the information necessary to achieve such interoperability has not been made readily available to you; and (b) such operations are confined to the parts of the Software which are necessary to achieve interoperability; and (c) the information obtained is not disclosed or communicated to any third party without Wooshii’s prior written consent nor used to create any software which is substantially similar to the expression of the Software; 2.4.3 access all or any part of the Services in order to build a product or service which competes with the Services; 2.4.4 subject to clause 20.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except the Authorised Users; or 2.4.5 attempt to obtain or assist third parties in obtaining access to the Services, other than as provided under this clause 2. 2.4.6 Nothing in this Agreement shall prevent you from undertaking any acts which are permitted by applicable mandatory laws, such as those implementing the EU Software Directive, notwithstanding the terms of this clause 2.4. 2.5 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Wooshii. 2.6 Authorized Agency Activities If you are registering or using the Services as an agency on behalf of your clients, you are granted a non-exclusive, revocable right to charge your clients fees for the use and setup of the Services. Such charges and the services provided must be strictly in accordance with the terms of your agency licensing agreement with Wooshii. All fees must be transparently communicated to and consented to by your clients in advance. Wooshii is not responsible for, and shall not be involved in, any agreements or transactions between you and your clients regarding such charges. |
| 3. Additional User Subscriptions or Integrations |
| 3.1 You may, from time to time during any Subscription Term, purchase additional User Subscriptions, Integrations or additional updates in excess of the agreed number and Wooshii shall grant access to the Services to such additional Authorised Users or increase the number of integrations, in accordance with the provisions of this Agreement and upon payment of any additional Licence Fees. |
| 4. Services |
| 4.1 Wooshii shall, during the Subscription Term, provide the Services to you on and subject to these terms. 4.2 Wooshii shall use commercially reasonable endeavours to make the Services available 24 hours a day, 7 days a week, except for: 4.2.1 planned maintenance carried out during the maintenance window of 2200 to 0900 UK time; and 4.2.2 unscheduled maintenance performed outside Business Hours, provided that Wooshii has used reasonable endeavours to give you at least 6 (six) Business Hours’ notice in advance. 4.3 Wooshii will, as part of the Services and in consideration of the Support Fees, provide you with Wooshii’s standard customer support services during Business Hours. 4.4 Wooshii is committed to providing all customers with a high-quality experience when using the Services. To support this commitment, a Fair Use Policy applies to the usage of the Services to prevent disproportionate use by a small number of users negatively affecting the service quality for others. 4.5 Under this policy, if Wooshii determines, at its sole discretion, that your usage of the Services materially exceeds normal use when compared to typical customer usage patterns or is abusive or unduly burdensome, Wooshii may contact you to discuss your usage and help you reduce your usage to a level that complies with this Fair Use Policy. 4.6 If, after consultation, your usage continues to exceed a fair and reasonable amount as determined by Wooshii, Wooshii reserves the right to limit, suspend, or terminate your access to the Services, impose additional charges for excess usage, or take any action deemed necessary to enforce this Fair Use Policy. 4.7 The specific parameters defining “fair use” and “excess use” will be determined solely by Wooshii and may vary depending on the specific services and features accessed by the user. Wooshii will provide details of these parameters upon request and will use reasonable efforts to provide notice of any changes to these parameters. 4.8 This Fair Use Policy is intended to ensure the equitable and efficient use of the Services for all users and to prevent misuse that can impact the functionality and availability of the Services. |
| 5. Customer Data |
| 5.1 You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data. 5.2 You must maintain copies of all Customer Data. Wooshii adheres to its best practice policies and procedures to prevent data loss, but does not make any guarantees that there will be no loss of the Customer Data. In the event of any loss or damage to the Customer Data, your sole and exclusive remedy shall be for Wooshii to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by Wooshii. Wooshii shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by Wooshii to perform services related to Customer Data maintenance and back-up). 5.3 Wooshii shall, in providing the Services, comply with the Privacy and Security Policy relating to the privacy and security of Customer Data available at the Website, as such document may be amended from time to time by Wooshii in its sole discretion. 5.4 If Wooshii processes any personal data on your behalf when performing its obligations under this Agreement, you acknowledge that you shall be the data controller and Wooshii shall be the data processor. In any such case: 5.4.1 You acknowledge and agree that the personal data will be primarily stored and processed within the United Kingdom. Wooshii utilizes various third-party services and tools to store, process, and manage your data in order to provide our services. These may include, but are not limited to, cloud hosting providers (such as Amazon Web Services), database services (such as MongoDB), and productivity tools (such as Google Workspace). While Wooshii’s intent is to keep data within the UK, the global nature of these services may involve some data processing activities in other locations. Any transfers of personal data outside the UK, including those necessary for cloud service operations, shall only be conducted in accordance with the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, and using appropriate transfer mechanisms such as the International Data Transfer Agreement (IDTA) or the EU Standard Contractual Clauses (SCCs) with the UK Addendum, as applicable; 5.4.2 You shall ensure that you have a lawful basis to transfer the relevant personal data to Wooshii, allowing Wooshii to lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf; 5.4.3 You shall ensure that the relevant data subjects have been provided with appropriate information about the processing of their personal data, including any transfers, as required by applicable data protection legislation; 5.4.4 Wooshii shall process the personal data only in accordance with these terms, the documented instructions provided by you, and as necessary to provide the Services. Wooshii will promptly inform you if, in its opinion, an instruction infringes the UK GDPR or other applicable data protection laws; 5.4.5 Each party shall implement appropriate technical and organisational measures to ensure a level of security appropriate to the risk, protect against unauthorised or unlawful processing of the personal data and against accidental loss, destruction or damage; 5.4.6 Wooshii shall assist you in responding to any request from a data subject and in ensuring compliance with your obligations under the applicable data protection legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 5.4.7 Wooshii shall notify you without undue delay on becoming aware of a personal data breach affecting your personal data processed under this Agreement; 5.4.8 At your written request, Wooshii shall delete or return all the personal data to you after the end of the provision of the Services relating to processing, and delete existing copies unless applicable law requires storage of the personal data; 5.4.9 Wooshii shall make available to you all information necessary to demonstrate compliance with the obligations laid down in this clause and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you, provided that reasonable notice is given and that such audits do not disrupt Wooshii’s business operations. 5.5 Wooshii will collect and make available Customer Data spanning up to the most recent 24 months. Data older than this 24-month window will not be accessible unless an additional package is purchased to extend the available data window beyond the default 24-month period. The retention and deletion of personal data will be carried out in compliance with applicable data protection laws and your documented instructions. 5.6 Wooshii shall provide you with full transparency on data locations, access controls, and implemented security measures. Any changes in data storage locations or transfer mechanisms will be promptly communicated to you. Upon request, Wooshii will provide available information regarding: a) The third-party services used and their data handling practices b) Compliance certifications and data protection measures of our service providers 5.7 You acknowledge that Wooshii may use third-party sub-processors to provide aspects of the Services. Wooshii will inform you of any intended changes concerning the addition or replacement of sub-processors, giving you the opportunity to object to such changes. Wooshii shall ensure that its contract with each sub-processor contains substantively the same data protection obligations as set out in this clause. 5.8 Wooshii maintains a list of sub-processors (our third-party service providers) that may process your data. This list is available upon request and will be updated if any significant changes occur. 5.9 Wooshii does not directly transfer your data outside the UK. Any potential data transfers would be incidental to the provision of services by our third-party providers. Wooshii is committed to: a) Regularly reviewing our third-party providers’ data handling practices and compliance certifications b) Selecting services and configurations that prioritize UK data residency where possible c) Maintaining Data Processing Agreements (DPAs) with our service providers that reflect UK GDPR requirements By agreeing to these Terms and Conditions, you acknowledge the use of third-party services and the potential for incidental data processing outside the UK as described in this clause, subject to the safeguards outlined herein. |
| 6. Third Party Providers |
| 6.1 You acknowledge that the Services may enable or assist you to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that you do so solely at your own risk. Wooshii makes no representation, warranty or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by you, with any such third party. Any contract entered into and any transaction completed via any third-party website is between you and the relevant third party, and not Wooshii. Wooshii recommends that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website. Wooshii does not endorse or approve any third-party website nor the content of any of the third-party website made available via the Services. 6.2 By using our Services, you are agreeing to be bound by the YouTube Terms of Service. You can review YouTube’s Terms of Service here YouTube’s Terms of Service. 6.3 You acknowledge and agree that in the event you utilise data procured from third-party sources, inclusive of but not limited to Youtube, Brightcove, Facebook, Instagram, LinkedIn, and TikTok, you shall be conclusively deemed to have accepted and be bound by the Terms of Service stipulated by these third-party sources. |
| 7. Wooshii’s Obligations |
| 7.1 Wooshii undertakes that the Services will be performed with reasonable skill and care. 7.2 The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by any use of the Services contrary to Wooshii’s instructions, or modification or alteration of the Services by any party other than Wooshii or Wooshii’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Wooshii will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide you with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes your sole and exclusive remedy for any breach of the undertaking set out in clause 7.1. Notwithstanding the foregoing, Wooshii: 7.2.1 does not warrant that your use of the Services will be uninterrupted or error-free; or that the Services and/or the information obtained by you through the Services will meet your requirements; 7.2.2 is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and you acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities: and 7.2.3 is not responsible for the outcome of any Project as to content, content usability for the purposes of a user, completion by any agreed due date or at all, acceptance by the instructing party or otherwise. |
| 8. Your Obligations |
| 8.1 You shall: 8.1.1 provide Wooshii with: 8.1.1.1 all necessary co-operation in relation to this Agreement; and 8.1.1.2 all necessary access to such information as may be required by Wooshii,in order to provide the Services, including but not limited to the Customer Data, security access information and configuration services; 8.1.2 comply with all applicable laws and regulations with respect to your activities under this Agreement; 8.1.3 carry out all other responsibilities set out in this Agreement in a timely and efficient manner; 8.1.4 ensure that the Authorised Users use the Services in accordance with these terms and shall be responsible for any Authorised User’s breach of these terms; 8.1.5 obtain and shall maintain all necessary licences, consents, and permissions necessary for Wooshii, its contractors and agents to perform their obligations under these terms, including without limitation the Services; 8.1.6 ensure that your network and systems comply with the relevant specifications provided by Wooshii from time to time; and 8.1.7 be solely responsible for procuring and maintaining your network connections and telecommunications links from your systems to Wooshii’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet. |
| 9. Charges and Payment |
| 9.0 If this agreement is terminated within 14 days of the effective date then no Licence Fee will be due 9.1 You shall pay the Licence Fees to Wooshii in accordance with this clause 9, any associated MSA, Service or Support Fees in accordance with clause 4.3. 9.3 If Wooshii has not received payment by the due date, and without prejudice to any other rights and remedies of Wooshii: 9.3.1 Wooshii may, without liability to you, disable your password(s), account(s) and access to all or part of the Services and Wooshii shall be under no obligation to provide any or all of the Services while such invoice(s) remain unpaid. 9.4 All amounts and fees stated or referred to in this Agreement: 9.4.1 shall be payable in the currency listed in the invoice; 9.4.2 are, subject to clause 2.0, 13.3.2, non-cancellable and non-refundable; and 9.4.3 are exclusive of value added tax, which shall be added to Wooshii’s invoice(s) at the appropriate rate. 9.5 Wooshii shall be entitled to increase the Licence Fees, the fees payable in respect of the additional User Subscriptions purchased pursuant to clause 3.1, the Support Fees payable pursuant to clause 4.3 and/or the Integration fees payable pursuant to clause 9.5 at the start of each Renewal Period upon 30 (thirty) days’ prior notice. 9.6 You may from time to time be offered preferential pricing or discounts for the Licence Fees as a result of the number of Authorised Users accessing the Software or the number of Integrations that you have subscribed for. Eligibility for such preferential pricing or discounts is conditional upon your acceptance of responsibility for payment of any Licence Fees in relation to all Authorised Users and Integrations. Without prejudice to any other rights that Wooshii may have under these terms or at law, Wooshii reserves the right to render invoices for the full (non-discounted) Licence Fees due or suspend or terminate your use of the Software in respect of any or all Authorised Users and/or Integrations in the event that any invoices for those Licence Fees are not paid in full by the due |
| 10. Intellectual Property Rights and Data Ownership |
| 10.1 Ownership of Customizations and Modifications: 10.1.1 Any customizations or modifications to the Services made by Wooshii at your request shall remain the exclusive property of Wooshii, unless otherwise agreed in writing. 10.2 Ownership of Generated Data: 10.2.1 You shall own all right, title, and interest in and to any data generated through your use of the Services, excluding any of Wooshii’s pre-existing Intellectual Property Rights. 10.2.2 Wooshii retains the right to use anonymized and aggregated data derived from your use of the Services for the purposes of improving the Services, provided such use does not identify you or any individual data subjects. 10.3 Non-infringement Warranties: 10.3.1 Wooshii warrants that the Services, when used in accordance with this Agreement, will not infringe the Intellectual Property Rights of any third party. 10.3.2 You warrant that any content, data, or instructions provided by you to Wooshii will not infringe the Intellectual Property Rights of any third party. 10.4 Indemnification for Intellectual Property Claims: 10.4.1 Wooshii shall defend, indemnify, and hold you harmless against any claim that the Services infringe any third party’s Intellectual Property Rights, provided that you: (a) promptly notify Wooshii in writing of the claim; (b) give Wooshii sole control of the defense and settlement of the claim; and (c) provide Wooshii with all reasonable assistance in relation to the claim. 10.4.2 In the event of such a claim, Wooshii may, at its option and expense: (a) modify the Services so that they cease to be infringing; (b) obtain for you the right to continue using the Services; or (c) terminate this Agreement upon notice to you and refund any prepaid fees covering the remainder of the term after the effective date of termination. 10.5 This clause 10A shall survive termination of the Agreement. |
| 11. Confidentiality And Compliance With Policies |
| 11.1 Each party may be given access to Confidential Information from the other party in order to perform its obligations under this Agreement. A party’s Confidential Information shall not be deemed to include information that: 11.1.1 is or becomes publicly known other than through any act or omission of the receiving party; 11.1.2 was in the other party’s lawful possession before the disclosure; 11.1.3 is lawfully disclosed to the receiving party by a third party without restriction on disclosure; or 11.1.4 is independently developed by the receiving party, which independent development can be shown by written evidence. 11.2 Subject to clause 11.4, each party shall hold the other’s Confidential Information in confidence and not make the other’s Confidential Information available to any third party, or use the other’s Confidential Information for any purpose other than the implementation of this Agreement. 11.3 Each party shall take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this Agreement. 11.4 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 11.4, it takes into account the reasonable requests of the other party in relation to the content of such disclosure. 11.5 Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party. 11.6 You acknowledge that details of the Services, and the results of any performance tests of the Services, constitute Wooshii’s Confidential Information. 11.7 Wooshii acknowledges that the Customer Data is your Confidential Information. 11.8 The above provisions of this clause 11 shall survive termination of this Agreement, however arising. 12. Contact – we recommend that you have all of your email notifications turned on to get the best use of the Wooshii platform as such we set these as a defaulted to ‘on’ when your account is first setup. You can change these settings at any time by going to your settings. 13. By using our Service you understand and agree that we are providing a platform for you to where you can post content, including photos and other materials (“User Content”), to the Service and to share User Content publicly. This means that other Users may search for, see, use, or share any of your User Content that you make publicly available through the Service. |
| 12. Indemnity |
| 12.1 You shall defend, indemnify and hold harmless Wooshii against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your use of the Services. 12.2 In no event shall Wooshii, its employees, agents and sub-contractors be liable to you for any allegation that the Services infringe a third party’s Intellectual Property Rights to the extent that such liability is based on: 12.2.1 a modification of the Services by anyone other than Wooshii; 12.2.2 your use of the Services in a manner contrary to the instructions given to you by Wooshii; or 12.2.3 your use of the Services after notice of the alleged or actual infringement from Wooshii or any appropriate authority. |
| 13. Limitation of Liability |
| Liability: Our liability to you is limited as set forth in the Subscription Agreement. Please refer to the Subscription Agreement for full details on liability limitations, exclusions, and indemnifications. |
| 13. Term and Termination |
The terms of your Subscription Agreement with Wooshii shall govern the duration, renewal, and termination of your subscription to the Services. In the absence of a separate Subscription Agreement, or where your Subscription Agreement does not address these matters, the following terms shall apply: 13.1 This Agreement shall, unless otherwise terminated as provided in this clause 13, commence on the Effective Date and shall continue for the Initial Term and, thereafter, this Agreement shall be renewed in accordance with the terms set forth in your Subscription Agreement with Wooshii. 13.2 If your Subscription Agreement does not specify renewal terms, this Agreement shall be automatically renewed for successive periods of 12 (twelve) months (each a Renewal Period), unless: 13.2.1 either party notifies the other party of termination, in writing, at least 60 (sixty) days before the end of the Initial Term or any Renewal Period, in which case this Agreement shall terminate upon the expiry of the applicable Initial Term or Renewal Period; or 13.2.2 otherwise terminated in accordance with the provisions of this Agreement, and the Initial Term together with any subsequent Renewal Periods shall constitute the Subscription Term. 13.3 Without affecting any other right or remedy available to it, Wooshii may terminate this Agreement with immediate effect by giving written notice to you if: 13.3.1 you fail to pay any amount due under this Agreement on the due date for payment and remain in default not less than 14 (fourteen) days after being notified in writing to make such payment; or 13.3.2 you commit a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 (fourteen) days after being notified in writing to do so. 13.4 On termination or expiry of this Agreement for any reason: 13.4.1 all licences granted under this Agreement shall immediately terminate and you shall immediately cease all use of the Services; 13.4.2 each party shall return and make no further use of any equipment, property and other items (and all copies of them) belonging to the other party; 13.4.3 Wooshii may destroy or otherwise dispose of any of the Customer Data in its possession unless Wooshii receives, no later than 10 (ten) days after the effective date of the termination or expiry of this Agreement, a written request for the delivery to you of the then most recent back-up of the Customer Data. Wooshii shall use reasonable commercial endeavours to deliver the back-up to you within 30 (thirty) days of its receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination or expiry). You shall pay all reasonable expenses incurred by Wooshii in returning or disposing of the Customer Data; and 13.4.4 any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced. |
| 14. Force Majeure |
| Wooshii shall have no liability to you under these terms if it is prevented from or delayed in performing its obligations under this Agreement, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving Wooshii’s workforce or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, terrorism, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or sub-contractors, provided that you are notified of such an event and its expected duration. |
| 15. Waiver |
| No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. |
| 16. Rights and Remedies |
| Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law. |
| 17. Severance |
| 17.1 If any provision (or part of a provision) of this Agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. 17.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties. |
| 18. Entire Agreement |
| 18.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. 18.2 Each party acknowledges that in entering into this Agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. 18.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement. |
| 19. Assignment |
| 19.1 You shall not, without the prior written consent of Wooshii, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. 19.2 Wooshii may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this Agreement. |
| 20. No Partnership or Agency |
| Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power). |
| 21. Third Party Rights |
| This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999. |
| 22. Notices |
| Any notice given under this Agreement by either party to the other must be by email and will be deemed to have been given on transmission. Notices to Wooshii must be sent to team@wooshii.com or to any other email address notified by email to you by Wooshii from time to time. Notices to you will be sent to the email address provided by you when setting up access to the Software. |
| 23. Governing Law |
| This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. |
| 24. Jurisdiction |
| Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). |
| 25. Contact |
| To contact Wooshii, please email team@wooshii.com |
