In the following Terms of Service (“TOS”), “we,” “us,” “our” or “Company” will refer to Fugo, a service provider managed by London based company Outofaxis Limited. The terms “you” and “your” will refer the person or entity that creates an account and accepts the TOS. If you are registering on behalf of an organisation, you are agreeing to these terms for that organisation and representing to Fugo that you have the authority to bind that organisation (in which case, the terms “you” and “your” will refer to that organisation). This Agreement takes effect when you click an “I Accept” button on our website. ONCE ACCEPTED, THESE TOS BECOME A BINDING LEGAL COMMITMENT BETWEEN YOU AND FUGO. IF YOU DO NOT AGREE TO BE BOUND BY THESE TOS, YOU SHOULD NOT USE FUGO SERVICES.
YOU ARE STRONGLY ENCOURAGED TO PRINT AND RETAIN A COPY OF THESE TERMS AND CONDITIONS FOR YOUR RECORDS AND FUTURE REFERENCE.
1. ABOUT FUGO AND USE OF SERVICES
1.1 Our service including https://www.fugo.ai are owned and managed by Outofaxis Limited, a company registered in England and Wales with the company registration number 08603300 and having its registered address at 68 Lombard Street, London, EC3V 9LJ.
1.2 The service is intended to be used for commercial purposes. If you wish to use our service for private, non-commercial purposes, please contact us at email@example.com
1.3 We provide a variety of web services for digital signage management, and we refer to these as the “Services.” You may only use our Services as provided in this Agreement. You agree to comply with all laws, rules, and regulations applicable to your use of the Services and our website. We may change or discontinue any of the Services at any time, or change or remove features or functionality of the Services from time to time. We will notify you of any material changes to or discontinuation of the Services, but cannot guarantee to deliver that notification in advance. You cannot use our website for any illegal or unauthorized purpose, or to promote or make solicitations for any illegal or unauthorised activity and you cannot interfere with or disrupt the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services. If you do, we may cancel your account without prior notice and your content may be lost.
2. ACCOUNTS AND REGISTRATION
2.1 In order to access and use our service you need to register using our online registration form on our website. When completing the online registration form, you consent to us conducting verification and security procedures in respect of the information provided in such online registration form.
2.2 Upon the completion and submission of the online registration form, you shall be sent an email confirming your registration.
2.3 You must keep your account login and passwords secure. If you have reason to believe that your account or a User’s account is no longer secure, then you must immediately notify us at firstname.lastname@example.org
2.4 You hereby warrant that the information provided by you is true, accurate and correct. You further warrant that you shall promptly notify us in the event of any changes to such information provided.
2.5 Please don’t sign up with false information, and if any of your contact details change, keep your information updated.
2.6 If we suspect someone has broken into your account, we may suspend it and get in touch with you.
2.7 We have the right, in our sole discretion and at any time, to suspend or terminate your account and refuse to grant you further access to the Services in the event we have any reason to believe that any user has breached any of the provisions set out herein
3. FORMATION AND TERMINATION OF YOUR CONTRACT
3.1 You must be at least 18 years of age to use our systems as we collect personally identifiable information. If you do not so qualify, do not attempt to use the Service. Fugos may refuse to offer the Service to any person or entity at any time and may change its eligibility criteria, at any time, in its sole discretion.
3.2 Your contract with us shall commence on the date we send your confirmation email. Your contract shall continue for the Free Trial period and unless terminated shall automatically renew for further recurring periods of one (1) month (each a “Billing period”) unless terminated by you or us in accordance with these Terms.
3.3 You may terminate your Contract with us at any time by providing notice by e-mail sent to our e-mail address at email@example.com, such notice to expire at the end of the Free Trial or the relevant Billing Period (as applicable) in which we received your notice to terminate. You will receive no refund of Fees paid in such circumstances.
3.4 You may also terminate this Contract (by providing thirty (30) days’ notice by e-mail sent to the postal or e-mail address at firstname.lastname@example.org) if we commit a material breach of this Contract. In such circumstances, we will refund to you a pro-rata portion of any Fees paid by you in advance.
3.5 We may give you notice to terminate your contract and your use of our service at any time, your Contract and Use of the Service to terminate at the end of then current Billing Period.
3.6 We may suspend or terminate your access and use of our service immediately on notice to you in the event that:
3.6.1 third party services and network providers cease to make the third party service or network available to us;
3.6.2 you fail to comply with one or more of these Terms;
3.6.3 we believe that there has been fraudulent use, misuse or abuse of features and functionalities of the Service (in whole or in part) or
3.6.4 we believe that you have provided us with any false, inaccurate or misleading information.
3.7 Upon termination of your contract with us in accordance with this clause 4, your and any user’s access to our website and our service shall cease and any content will no longer be accessible through our service. We may retain copies of your content and/or other data (including any user’s data) made available through our service for auditing and/or tax purposes, or as may be required by us to comply with applicable law. These copies will always be held confidential.
4. ACCESS TO THE SERVICE AND SUPPORT
4.1 In consideration for payment of the service fees, we hereby grant to you a non-exclusive, non-transferable (without a right to sub-license) license to access and use, and permit users to access and use, the service for the duration of your contract. You acknowledge that you shall be responsible for all use of our service by users and shall ensure that these TOS are brought to the attention of all users. You shall be liable for breach of these terms and conditions by a user as if it were a breach by you.
4.2 The service permits you and your users to pair screens to view content. Although the number of screens that may be paired is unlimited, we reserve the right to impose restrictions on the number of screens you have paired at any one time upon notice to you. You may pair or un-pair screens at any time.
4.3 We shall use reasonable endeavors to make the service available to you and the users at all times, but we cannot guarantee an uninterrupted or fault free service.
4.4 Our ability to provide our service may be impaired by conditions or circumstances that are beyond our control, including, without limitation third party service providers, geographic or atmospheric conditions, local physical obstructions, software and hardware features or functionality of your personal computer, operating system and the number of other users logging onto our service, server and/or Network at the same time. We shall take reasonable action to minimise the disruption caused by such circumstances but you acknowledge, agree and accept that some such interruptions may not be avoidable.
4.5 The Network is not controlled by us and may from time to time be upgraded, modified, subject to maintenance work or otherwise amended by the owner of the Network. Such circumstances may result in the Service being temporarily unavailable. We will take reasonable action to minimise the disruption caused by such circumstances, but some such interruptions may not be avoidable.
4.6 We use industry standard security measures to protect against the loss, misuse and alteration of the information, data, and/or content handled by our service. However, you acknowledge and agree that we cannot guarantee complete security of such information, data, and/or content or that our security measures will prevent hacks, worms, bugs, trojans or such other similar devices that may allow access to or unauthorised viewing of such information, data, and/or content. However, we use reasonable endeavours in order to prevent such actions and unauthorised access from happening.
4.7 We reserve the right to make changes to the Service or part thereof, from time to time at our sole discretion, and we may from time to time update, add, remove, modify and/or vary any features or functionalities of the Service. If changes with significant impact on the Service are made that you are unhappy with, you have the right to terminate the Contract with immediate effect.
4.8 We offer support services 24 hours a day, Monday to Friday (excluding UK and US bank and public holidays) for the duration of your Contract in respect of your Use of the Service, which comprises of:
4.8.1 advice on the use of our service, and
4.8.2 diagnosis of interruptions to the service, in each case by mailing us at email@example.com
4.9 Fault diagnosis is subject to you or any user providing a clear and accurate description of any fault requiring support, including the circumstances in which it arose, the area of our service to which the fault relates and any other information reasonably required by us to remedy the fault.
4.10 Subject to receiving a description in accordance with clause 4.9, we shall use our reasonable efforts to resolving the faults within a reasonable time following receipt of your or a user’s request pursuant to clause 4.8.
4.11 The support detailed in this clause 4 shall not include the diagnosis and rectification of any fault resulting from:
4.11.1 use of our service other than in accordance with these terms and conditions or the use of our service for a purpose for which it was not designed;
4.11.2 a fault in your or a third party’s software, hardware, network connections or application or any upgrade in respect thereof or
4.11.3 a fault in the equipment or in any other software operating in conjunction with or integrating with our service.
5. CONTENT AND CONDUCT RULES AND OBLIGATIONS
5.1 We claim no intellectual property rights over the material you provide to the Service. Your profile and materials uploaded remain yours. However, by allowing your Content to be shared publicly, you agree to allow others to view and share your Content.
5.2 You understand that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials (“Content”) are the sole responsibility of the person from which such Content originated. This means that you, and not Fugo, are entirely responsible for all Content that you upload, post, transmit, use or otherwise make available via the Service. Fugo does not control the Content posted via the Service and, as such, does not guarantee the accuracy, integrity or quality of such Content.
5.3 In order for Fugo to use certain types of content and provide users with our Service, you agree to the following:
5.3.1 For content that is covered by intellectual property rights, like photos and videos (“IP content”), you specifically give Fugo the following permission, subject to your Share settings: you grant us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any IP content that you post on or in connection with Fugo (“IP License”). By default your Share settings will be set to private in your account, this provision is in place to enable Fugo to share your Design Studio Template Content only with other members in the community when you specifically opt in, and allows those members to play your shared content on their displays. This IP License ends when you delete your IP content, unshare your IP content, or a reasonable period of time after you cancel your account.
5.3.2 When you delete IP content, it is deleted in a manner similar to emptying the recycle bin on a computer. However, you understand that removed IP content may persist in backup copies for a reasonable period of time (but will not be available to others).
5.4 You understand that by using the Service, you may be exposed to Content that is offensive, indecent or objectionable. Under no circumstances will Fugo be liable in any way for any Content, for any errors or omissions in any Content, or for any loss or damage of any kind incurred as a result of the use of any Content posted, transmitted or otherwise made available via the Service. You acknowledge that Fugo does not pre-screen Content, but that Fugo and its designates shall have the right (but not the obligation) in their sole discretion to refuse or remove any Content that is available via the Service. Without limiting the foregoing, Fugo and its designates shall have the right to remove any Content that violates the Terms or is otherwise objectionable. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by Fugo or submitted to Fugo. You acknowledge and agree that Fugomay preserve and disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to:
5.5 You shall promptly notify us in the event of a breach of security or any unauthorized Use of your login details.
5.6 You agree that you will not:
5.7 You warrant and represent that you own, are licensed or otherwise have a right to use any and all the intellectual property rights in any content that you submit to our service. You hereby indemnify and hold us harmless against all damages, losses, costs and expenses (including reasonable legal expenses) incurred or suffered by us arising out of or in connection with any claim made against us by a third party arising out of or in connection with our use or possession of any content in accordance with these terms and conditions.
5.8 You further agree that at all times, you shall, and procure that any user shall:
5.8.1 not allow any other person other than a user to use your login details
5.8.2 not do anything likely to impair, interfere with or damage or cause harm or distress to any persons using our service and www.fugo.ai or in respect of the network
5.8.3 not use www.fugo.ai and/or our service, the content therein and/or do anything that will infringe any intellectual property right or other rights of any third parties
5.8.4 not use any information obtained using our service and/or www.fugo.ai otherwise than in accordance with these terms and conditions.
5.8.5 comply with all our instructions and policies from time to time in respect of www.fugo.ai and your use of our service
5.8.6 co-operate with any reasonable security or other checks or requests for information made by us from time to time and
5.8.7 use the information made available to you using our service and on www.fugo.ai at your own risk.
5.9 If any user is reported to be in violation with the letter or spirit of these terms, Fugo retains the right to terminate such account at any time without further warning. Should Content be found or reported to be in violation with, but not limited to, the following terms, it will be in Fugo’s sole discretion as to what action should be taken.
6. FEES AND PAYMENT
6.1 Fugo provides paid services. We on our sole discretion allow the users to have a free trial for evaluation purposes, for a specified time period (“Free trial”), see clause 7 below.
6.2 All Fees are invoiced in advance and are based on the number of Screens you have Paired at the start of the then-current Billing Period.
6.3 If you wish to pair any additional Screen(s) part way through a Billing Period, additional Fees will be payable in respect of such Screen(s), calculated on a pro-rata basis of the normal Fee for a Screen during the current Billing Period, for the period remaining in such Billing Period. Screens will be charged for regardless if they have been offline (turned off) or online as long as they are linked to an account.
6.4 No reduction in, or refund of, Fees will be made if you un-Pair any Screen(s) during your Billing Period.
6.5 Payments are done by credit card.
6.5 Any invoices are payable within thirty (30) days of the invoice date. If we do not receive your payment by the applicable due date, we reserve the right to withhold access and/or terminate your Contract. You agree to reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by Fugo to collect any amounts that are not paid when due. If you wish to terminate your Contract, you shall be required to comply with clause 3. Invoices are only sent by e-mail. We send your invoice to the e-mail registered at www.fugo.ai, but you always have the option to change this e-mail in your account settings or by e-mailing us at firstname.lastname@example.org.
6.6 You acknowledge that Fugo reserves the right to change its fees at any time upon written notice to you which shall take effect from the start of the next Billing Period following the Billing Period in which we gave notice to you. You may, of course, choose to terminate the Contract in advance of the next Billing Period, should you not wish to accept the future Fee increase.
6.7 You agree to provide and keep up to date a valid credit card with complete and accurate billing, and contact information. If any credit card, billing or contact information provided by any User is false or fraudulent, we reserve the right to immediately terminate your access to the Service.
6.8 All fees payable hereunder are exclusive of the VAT or other sales tax, which will be added at the applicable rate.
7. FREE TRIAL
7.1 We offer you a one time free trial with paired screens limited to one (1) and where you can try out our service for free. You acknowledge that, with a free trial, our service may have certain restrictions and limited functionality (e.g. a limit on the number of screens that may be paired).
7.2 Our free trial is limited by time (fourteen (14) days), also by paired screens and functionality.
7.3 On expiry of the Free Trial, you will have the option to either (i) continue access to the Service by paying the Fees; or (ii) cease access to and Use of the Service.
7.4 With a free trial, you agree that we will have the right to send you communications, notices, and news about our service to your e-mail address and to use an alternate email address you may have provided.
7.5 We reserve the right to modify, cancel and/or limit your free trial at any given time.
7.6 One person or organisation is limited to one (1) free screen, duplicate account creation is prohibited and will result in the closing down of accounts on discovery.
7.7 If you choose not to continue Use of the Service after the Free Trial, you acknowledge and agree that all Content shall no longer be accessible through the Service on expiry of the Free Trial.
7.8 While using the Service with a free trial, you agree to comply with the clause 5 of this TOS.
8. EXCLUSION OF WARRANTIES AND LIMITATION OF LIABILITY
8.1 You hereby warrant that (a) all users are at least 18 years old, (b) you have the right and capacity to enter into and be bound by these terms and conditions and (c) you shall comply with all applicable laws regarding the use of our service.
8.2 The Services are provided “AS IS.” We make no representations or warranties, express, implied, statutory or otherwise, regarding the services, including any warranty that the service offerings or third-party content will be uninterrupted, error free or free of harmful components or that any content, including your content or the third-party content, will be secure or not otherwise lost or damaged. We also do not maintain the hardware, neither are we involved in installation process. Except to the extent prohibited by law, we and our affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment and any warranties arising out any course of dealing or usage of trade.
8.3 In no event will Fugo be liable to you for any indirect, incidental, special, consequential or punitive damages (including, without limitation, damages for loss of profits, goodwill, use, data, content or other intangible losses) arising out of or relating to your access to or use of, or you inability to access or use, the service or any materials or content on the service, whether base on warranty, contract, tort (including negligence), statute or anu other legal theory, whether or not Fugo have been informed of the possibility of such damage.
8.4 You agree that the aggregate liability of the Fugo services to you for any and all claims arising out of relating to the use of or anu inability to use the service (including any materials or content available through the service) or otherwise under these TOS, whether in contract, tort or otherwise, is limited to the greater of
8.5 Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages. Accordingly, the above limitation may not apply to you.
8.6 Each provision of these TOS that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages it to allocate the risks under these TOS between the parties. This allocation is essential element of the basis of the bargain between the parties. Each of these provisions is severable and independent of all other provisions of these terms. The limitations in this clause 8 will apply even if any limited remedy fails of its essential purpose.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 We and/or our licensors own all rights in the Intellectual Property Rights relating to the Service and the Website. Subject to the limited license granted under clause 4.1, all right, title and interest in and to the Service and the Website will remain exclusively with us and/or our licensors and we reserve all rights therein.
9.2 You are expressly prohibited from:
9.2.1 reproducing, copying, editing, transmitting, uploading or incorporating into any other materials, any of the Service or the Website; and
9.2.2 removing, modifying, altering or using any registered or unregistered marks/logos/design owned by us and/or its licensors, and doing anything which may be seen to take unfair advantage of our reputation and goodwill or could be considered an infringement of any of the rights in the Intellectual Property Rights owned by and/or licensed to us.
10. DATA PROTECTION
10.1 You shall ensure that your and any user’s use of our service is compliant with all relevant applicable data protection laws, regulations, and policies relating to data protection.
10.2 “Data Protection Laws” means the EU General Data Protection Regulation 2016/679 (the “GDPR”) and any implementing legislation or legislation having equivalent effect in the United Kingdom (Data Protection Act 2018) (references to “Articles” or “Chapters” of the GDPR, and any definitions therein, shall be construed accordingly). In case there are discrepancies between GDPR and Data Protection Act 2018, former shall prevail.
10.3 In relation to the processing of Protected Data on your behalf, you and Fugo acknowledge and agree that:
10.4 When used in these Terms, the following terms shall have the same meaning as in the Data Protection Laws: (i) personal data; (ii) data controller; (iii) data processor; (iv) data subject; (v) process and processing; (vi) supervisory authority.
10.5 We shall process your Protected Data in compliance with the obligations of data processors under Data Protection Laws in respect of the performance of our obligations under these Terms.
10.6 You shall comply with all Data Protection Laws in connection with the collection, storage and processing of your Protected Data (which shall include you providing all of the required fair processing information to, and obtaining all necessary consents from, data subjects), and the exercise and performance of your respective rights and obligations under this clause 10, including all instructions given by you to us and maintaining all relevant regulatory registrations and notifications as required under Data Protection Laws.
10.7 In relation to the processing of Protected Data under these Terms, we shall:
10.7.1 process your Protected Data only on and in accordance with your documented instructions as set out in this clause 10 (as updated from time to time by agreement between the parties), unless required to do so by applicable law;
10.7.2 ensure that persons authorised to process the Protected Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
10.7.4 promptly refer all data subject requests we receive to you and, taking into account the nature of the processing, assist you by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of your obligation to respond to requests for exercising the data subject's rights laid down in Chapter III of the GDPR and Data Protection Act 2018;
10.7.5 assist you in ensuring compliance with the obligations pursuant to Articles 32-35 of the GDPR and Articles 64 to 68 of the Data Protection Act 2018, taking into account the nature of processing and the information available to us and only in the event you cannot reasonably be expected to comply with the requirements of mentioned articles without our information and/or assistance; (e.g. you do not possess or otherwise have access to the information requested). We may charge our reasonable costs on a time and materials basis in providing you with such assistance to you;
10.7.6 allow you to set retention periods for the storage of the Protected Data on our database, and to delete any Protected Data via the Management Portal, provided always that we will continue to store any deleted Protected Data for a further fifteen (15) business days from deletion for the purposes of facilitating back-ups of the Protected Data. You may at your choice, request the deletion of the deleted Protected Data by email before the expiry of the fifteen (15) days;
10.7.7 provide storage service, at no additional cost, in respect of the Protected Data held within our database on your behalf. This storage service shall continue for one (1) year after the date of termination of the Subscription. Thereafter, we may terminate the storage service at any time without notice or you may terminate the storage service by notifying us. You may at your choice request deletion or return of all Protected Data to you after the end of the Subscription Term until the termination of the storage service. Where you have not deleted Protected Data via the Management Portal prior to expiry of the Subscription Term, or where you have not requested the deletion or return of the Protected Data, we will delete all personal data and existing copies unless otherwise required by applicable law after the expiry of the storage services;
10.7.8 make available to you all information necessary to demonstrate compliance with the obligations laid down in Article 28 of the GDPR and Article 59 of the Data Protection Act 2018 and allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you provided: (i) you give us at least 7 days prior notice of an audit or inspection being required; (ii) you give us a reasonable period of time to comply with any information request; (iii) ensuring that all information obtained or generated by you or your auditor(s) in connection with such information requests, inspections and audits is kept strictly confidential; (iv) ensuring that such audit or inspection is undertaken during normal business hours, with minimal disruption to our business; (v) no more than one audit and one information request is permitted per calendar year; and (vi) paying our reasonable costs for assisting with the provision of information and allowing for and contributing to inspections and audits.
10.7.9 we shall take reasonable steps to ensure the reliability of anyone who we allow to have access to your Protected Data, ensuring in each case that access is limited to those individuals who need to know / access the relevant Protected Data, as necessary for the purposes of the TOS; and
10.7.10 we shall notify you without undue delay and if possible, within 24 hours upon us or any sub-processor becoming aware of a personal data breach affecting your Protected Data, providing you with sufficient information to allow you to meet any obligations to report or inform data subjects of the personal data breach.
10.8 You hereby give us consent to engage Sub-processors for processing of Protected Data on your behalf. We shall inform you before transferring any Protected Data to a new Sub-processor. Following receipt of such information you shall notify us if you object to the new Sub-processor. If you do not object to the Sub-processor within seven calendar days of receiving the information, you shall be deemed to have accepted the Sub-processor. If you have raised a reasonable objection to the new Sub-processor, and the parties have failed to agree on a solution within reasonable time, you shall have the right to terminate these Terms with a notice period determined by you, without prejudice to any other remedies available under law or contract. During the notice period, we shall not transfer any Protected Data to the Sub-processor.
10.9 We shall enter into appropriate written agreements with all of its Sub-processors on terms substantially similar to these Terms. We shall remain primarily liable to you for the performance or non-performance of the Sub-processor’s obligations.
10.10 Upon your request, we are obliged to provide information regarding any Sub-processor, including name, address and the processing carried out by the Sub-processor.
10.11 We will not transfer your Protected Data to a country outside of the European Union and the UK which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Law unless the transfer by us of your Protected Data is effected by such legally enforceable mechanism(s) for transfers of Protected Data as may be permitted under Data Protection Laws from time to time.
Data Protection Particulars:
10.12 Unless otherwise specified in an Order:
10.12.1 Scope of processing. We shall process personal data exclusively within the scope of the provision of the Product.
10.12.2 Purpose of the processing. We shall process personal data only for the purposes of enabling you to use and obtain the benefit of the Product we provide under these Terms.
10.12.3 Categories of data subjects. Any data subject whose details are entered into the Management Portal.
10.12.4 Types of personal data. Name, E-mail Address, Company, Job Title, Car Registration Details and any other types of personal data determined and controlled by you in your sole discretion.
10.12.5 Processing activities. Recording, storing, accessing and deleting
10.12.6 Duration of the processing. Personal data shall not be processed for a period longer than is necessary for serving its purpose.
10.13 In the event that there is a change in the Data Protection Laws that Fugo considers (acting reasonably) would mean that Fugo is no longer able to provide the Services (including any Processing and/or Restricted Transfer(s) of Customer Personal Data) in accordance with its obligations under Data Protection Laws, Fugo reserves the right to make such changes to the Services and to amend any part of this Data Processing Schedule as it considers reasonably necessary to ensure that Fugo is able to provide the Services in accordance with Data Protection Laws.
10.14 In the event that Customer considers (acting reasonably) that any required changes made either to the Services and/or this Data Processing Schedule pursuant to clause 13.1 will cause material and irreparable harm to Customer may terminate the Contract in its entirety upon written notice to Fugo with immediate effect.
11. VIRUSES, HACKING AND OTHER OFFENCES
11.1 You will not, and procure that the User will not misuse the Website by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Website, the server on which the Website is stored or any server, computer or database connected to our Website. You must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.
11.2 By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and will cooperate with those authorities by disclosing your identity to them. In the event of such a breach, your right, together with any User's right, to use the Website will cease immediately.
11.3 We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your, or any User's use of the Website or to your, or any User downloading of any material posted on it, or on any website linked to it.
12. PUBLICITY AND MARKETING
12.1 Subject to your prior written approval, we may in any of our marketing material refer to you as our customer and refer to the type of services that we have provided to you.
12.2 Subject to your prior written approval, we may publish and circulate a case study describing the Service supplied by us to you, including aggregate figures relating to your use of the Service and the benefits it has brought to your business (for use by us as a marketing tool).
13.1 Unless otherwise set out to the contrary in these terms and conditions, each party (the “Receiving Party”) shall keep confidential all information and documentation disclosed by the other party (the “Disclosing Party”) to the Receiving Party or of which the Receiving Party becomes aware which in each case relates to any operations, products, processes, dealings, trade secrets or the business of the Disclosing Party or which is identified by the Disclosing Party as confidential (“Confidential Information”) and will not use any Confidential Information for any purpose other than the performance of its obligations under these TOS and/or improving performance of our service. Other than to its employees and sub-contractors to the extent that it is reasonably necessary for the purpose of performing its obligations under these TOS, the Receiving Party shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party.
13.2 The obligations contained in Clauses 13.1 shall not apply to any Confidential Information which is:
13.2.1 on the date your contract comes into effect, or at any time after that date, in the public domain other than through a breach of these terms and conditions by the Receiving Party,
13.2.2 furnished to the Receiving Party without restriction by a third party having a bona fide right to do so or
13.2.3 required to be disclosed by the Receiving Party by law or regulatory requirements of any stock exchange, provided that the Receiving Party shall give the Disclosing Party as much notice as reasonably practicable of the requirement for such disclosure.
14. FORCE MAJEURE
We will not be liable to you for any damages you suffer where our failure to perform is caused by events beyond our control, including without limitation Acts of God or the public enemy, war, terrorism, pandemic, failure of communications or electricity networks, or the laws of any government or governmental agency.
15.1 You agree that any notice, agreements, disclosure or other communications that we send to you electronically will satisfy any requirement that such communications be in writing.
15.2 You may not assign your rights or obligations under or transfer these TOS without our prior written consent. We may assign or transfer these TOS without restriction.
15.3 If we fail at any time to insist upon strict performance of our obligations under these terms and conditions, or if it fails to exercise any of the rights or remedies to which it is entitled to under these terms and conditions, this will not constitute a waiver of any such rights or remedies and shall not relieve you from compliance with such obligations.
15.4 You shall comply with all foreign and local laws and regulations which apply to your use of our service in whatever country you are physically located, including without limitation, export control laws and regulations.
15.5 Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of non-performance and continues performance hereunder with reasonable dispatch whenever such causes are removed.
15.6 A waiver by us of any default shall not constitute a waiver of any subsequent default.
15.7 No waiver by us of any of the terms and conditions shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing.
15.8 All notification and communication should be sent to the contact details set out in clause 16 below (in the case of Fugo) or the contact details given by you in the online registration form at www.fugo.ai. A notice or communication is deemed given if sent by e-mail on completion of its transmission.
15.9 If any of these terms and conditions are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent, be severed from the remaining terms, conditions, and provisions which shall continue to be valid to the fullest extent permitted by law.
15.10 These TOS supersede all prior and contemporaneous proposals, statements, and agreements, oral and written.
15.11 You acknowledge that in entering into these terms and conditions, you have not relied on any representations, undertaking or promise given by or implied from anything said or written whether on www.fugo.ai, the Internet or in negotiation between us (whether made innocently or negligently) except as expressly set out in these terms and conditions.
15.12 Use of section headers in these Terms is for convenience only and shall not have any impact on the interpretation of particular provisions.
15.13 These terms and conditions are governed by and construed in accordance with English law. The Courts of England shall have exclusive jurisdiction over any disputes arising out of these Terms.
15.14 We may alter or amend these terms and conditions by giving reasonable notice on www.fugo.ai. By continuing (or users continuing) to use our service after expiry of the notice period, you will be deemed to have accepted any amendment to these terms and conditions.
16. CONTACT DETAILS
16.1 Please direct any queries about our terms and conditions to email@example.com