1.1. You are reading a legal document which is the agreement between you, the Customer (whom we refer to as “you”, “your” or the “Customer” in this document) and us.
1.2. Orders for the Services made through our website, and our and your rights and obligations in relation to such orders, are governed by these terms and conditions.
1.3. You will be asked to give your express agreement to these terms and conditions before you place an order on our website.
1.4. This document does not affect any legal rights you may have as a consumer.
2.1. In these terms and conditions:
“Agreement” means these terms and conditions.
“Applicable Law” means any legally binding obligation on a party, including statutes, rules, regulations, codes, court rulings, or any other binding requirement.
“Brandwatch”, “we”, “us”, or “our” means Runtime Collective Limited (doing business as Brandwatch), with company number 03898053, with our registered office at Sovereign House Church Street, 1st Floor, Brighton, BN1 1UJ.
“Brandwatch Data” means any data in Brandwatch’s database that Brandwatch uses in providing the Services.
“Claim” means any claim, action, suit, dispute, or proceeding.
“Losses” means any losses, damages, liabilities, awards, and costs (including court costs and reasonable attorneys’ fees) related to a Claim.
“Services” means the services that Brandwatch provides to you that you purchased via our website.
“Term” is defined in section 9.
3.1. By clicking on the “Pay Now” button on our website, you submit an offer to Brandwatch to purchase the Services. However, the purchase of the Services is not complete until you receive an email from Brandwatch confirming acceptance of your offer (“Confirmation Email”). Brandwatch expressly reserves the right to reject your order. In addition, even if Brandwatch has accepted your order, it can cancel the contract at any time if it reasonably suspects that you have committed or that you may be committing any fraud against Brandwatch.
3.2. To access the Services after you have received the Confirmation Email, you need to set up an account with Brandwatch (“Brandwatch Account”). You agree not to provide false data including false names, addresses and/or contact or payment details.
4.1. Responsibility: During the Term, Brandwatch will: (a) provide the Services with reasonable skill and care; (b) not make a material adverse change to the functionality of the Services; and (c) provide the Services in material accordance with any descriptions of the Services provided to you when you purchased the Services. Other than as set out in this Agreement, all other warranties, conditions, and representations, whether express or implied, are excluded, subject to Applicable Law.
5.1. Responsibility: You: (a) are responsible for your compliance with this Agreement; (b) will comply with the Twitter Terms of Service, usually at http://twitter.com/tos, and the Youtube Terms of Service, usually at https://www.youtube.com/t/terms; and (c) will only use the Services for non-commercial, educational, personal purposes.
5.2. User protection: You will not: (a) knowingly display, distribute, or otherwise make Brandwatch Data available to any person or entity that you reasonably believe may use Brandwatch Data in a manner that would have the potential to be inconsistent with that individual’s reasonable expectations of privacy; (b) conduct any research or analysis that isolates a small group of individuals or any single individual for unlawful or discriminatory purposes; (c) use Brandwatch Data to target, segment, or profile any individual based on health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by Applicable Law; or (d) without Brandwatch’s prior written consent, but subject to Applicable Law, display, distribute, or otherwise make Brandwatch Data available to any member of the US intelligence community or any other government or public-sector entity.
5.3. Restrictions: You will not: (a) sell, resell, license, sublicense, distribute, or otherwise make the Services (or the results of the Services, including Brandwatch Data) available to anyone else; (b) subject to Applicable Law, attempt to reverse-compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Services; (c) use the Services or any Brandwatch Data to violate Applicable Law, including Applicable Law about data protection, privacy, or information security; or (d) purposefully interfere with or disrupt the performance of the Services, including spamming, hacking, and violating Brandwatch’s API rate limits.
5.4. Password protection: You are responsible for using reasonable efforts to ensure that your user ID and password required to use the Services are kept safe and confidential. Subject to Applicable Law, you will promptly notify Brandwatch upon discovery if the security of your user ID or password may be or is compromised.
6.1. Fees: The fees for the Services stated on our website are inclusive of legally applicable taxes, levies, duties, or similar governmental assessments, including goods and services, value-added, withholding, and sales taxes. All fees must be paid in advance via credit card on our website.
7.1. You have a legal right to cancel your purchase of the Services within 14 calendar days after the day you receive the Confirmation Email (“Cancellation Period”). However, if you set up your Brandwatch Account during the Cancellation Period, you expressly request the services to begin being provided to you, and you acknowledge that you lose your right to cancel the purchase of the Services.
7.2. If you want to cancel your purchase of the Services during the Cancellation Period, you can do so in any of the following ways: (a) by filling out and submitting the cancellation form at: XXXXX; or (b) by contacting us at [email protected].
7.3. If you cancel your purchase of the Services in accordance with this section 7, Brandwatch will refund you for all payments made as part of your purchase within 14 calendar days from the day on which you informed Brandwatch about your cancellation.
7.4. Unless you expressly inform Brandwatch in advance not to, any refund will be refunded to you via your original method of payment. If your original method of payment has been cancelled, expired or has otherwise changed, you must inform the customer support team immediately at [email protected]. If you fail to do this and you are refunded to your original method of payment, you may need to coordinate with your bank or your payment services provider to obtain your refund. Brandwatch will not provide more than one refund.
7.5. You have 30 days from the date you receive the refund to reject it. If you do not reject the refund during these 30 days, the refund shall be in full and final settlement of any and all claims you may have against Brandwatch related to, arising out of, or connection to the Services.
8.1. Intellectual property rights: Brandwatch or its licensors owns all intellectual property rights in the Services and the Brandwatch Data, including any queries that Brandwatch generates or writes as part of the Services. Other than as set out elsewhere in this Agreement, you are not granted any rights to Brandwatch’s intellectual property rights.
8.2. Feedback: Brandwatch may, and you grant Brandwatch the right to, irrevocably reproduce, distribute, sell, incorporate into the Services, or otherwise exploit any suggestion, enhancement request, recommendation, correction, or other feedback (“Feedback”) that you provide related to the use of the Services.
9.1. Term: This Agreement begins when you receive the Confirmation Email, and expires after 12 months (unless cancelled in accordance with section 7).
9.2. Mutual termination: A party may terminate this Agreement at any time on written notice to the other party if the other party is in material breach and, if remediable, the breach is not remedied within 30 days of being notified in writing of the breach.
***Please read sections 10.1-10.3 as they exclude/limit each party’s liability***
10.1. What the parties are liable for: Each party is always liable for: (a) death and personal injury caused by it’s negligence; (b) fraud or fraudulent representation made by itself; or (c) any implied contractual terms that cannot be excluded or limited under Applicable Law.
10.2. Losses a party is liable for: Subject to sections 10.1 and 10.3, Brandwatch is only liable for Losses that you suffer as a direct and reasonably foreseeable result of Brandwatch’s breach of its obligations under this Agreement. Other than as set out in section 10.1 and the previous sentence, Brandwatch is not liable to you for any other Losses of any kind.
10.3. Liability cap: Subject to sections 10.1, 10.2, and 11.7, Brandwatch’s total liability, however arising, is capped at 110% of the fees paid for the Services.
10.4. In certain countries, Applicable Law does not allow some or all of the exclusions and/or limitations set out in this section 10. If these laws apply to you, some or all of the above exclusions may not apply to you and you may have additional rights.
11.1. Privacy: Brandwatch processes Customer data in accordance with its Privacy Statement.
11.2. Rules of interpretation: The words “include” and “including” are deemed to have the words “without limitation” following them; and references to “will” are to be construed as having the same meaning as “shall”.
11.3. Force Majeure: Brandwatch is not liable for a breach of an obligation under these terms and conditions caused by an event outside of its reasonable control, including a natural disaster, disease outbreak, war, riot, terrorist action, civil commotion, malicious damage, government action, industrial action or dispute, fire, flood, storm, or failure of third party telecommunications services.
11.4. Invalidity: If any term of this Agreement is found invalid, illegal or unenforceable, the rest of the Agreement remains in effect.
11.5. No waiver: If you breach these terms and conditions and Brandwatch takes no action against you, this does not mean that Brandwatch has waived its rights and remedies with regard to your breach and does not prevent Brandwatch from later enforcing that term or any other term.
11.6. Notice: Unless otherwise stated in these terms and conditions, any notices for any matter (other than if you are sending a notice to Brandwatch for legal service or material breach) may be delivered by email. If sent by email, Customer will send the notice to [email protected], and Brandwatch will send the notice to Customer to via the email address you used to set up your Brandwatch Account. You can send notices for legal service or material breach by a courier service or recorded delivery to Brandwatch to its registered office address as set out above. Notice sent by recorded delivery is received three business days after posting; email notice is deemed received 24 hours after it is sent.
11.7. Entire agreement: This Agreement is the exclusive statement of agreement and understanding between the parties. This Agreement excludes all prior or contemporaneous proposals, understandings, agreements, or representations about its subject matter. Each party agrees that in entering into this Agreement, neither party relies on, and will have no remedy in respect of, any proposal, understanding, agreement, or representation other than as set out in this Agreement.
11.8. Governing law and jurisdiction: We will do our best to resolve any dispute about these terms and conditions. If you wish to bring a legal claim against us, you must do so within the United Kingdom. If you live in Scotland, then Scottish law shall apply; if you live in Northern Ireland, then Northern Irish law shall apply, if you live in England and Wales or anywhere else in the world, then the laws of England and Wales shall apply.