TERMS AND CONDITIONS – INFRINGO LIMITED
These Terms and Conditions ("Agreement") govern the use of the software ("Software") provided by Infringo Limited, outlining the rights, responsibilities, and limitations between the User and Infringo Limited.
1. DEFINITIONS:
1.1 "Software": Refers to the exclusive discount site/application provided by Infringo Limited.
1.2 "User": Refers to the business entity entering into this Agreement.
2. RIGHT OF USE:
2.1 Infringo Limited hereby grants the User a non-exclusive, non-transferable license to use the Software for the exclusive purpose of facilitating and managing access to exclusive discounts for User's employees.
2.2 The license is contingent upon the payment of an annual subscription fee of £5 per employee, as specified in the fee agreement or invoice provided by Infringo Limited. The annual subscription fee must be paid within 30 days of the invoice date. Failure to pay the annual subscription fee within the specified timeframe may result in the suspension or termination of the license.
2.3 User acknowledges that the license granted is solely for its internal business operations and that it shall not sublicense, assign, or transfer the license to any third party without the prior written consent of Infringo Limited.
2.4 Infringo Limited retains the right to audit User's usage of the Software to ensure compliance with the terms of this Agreement, including the accurate calculation and payment of annual subscription fees.
2.5 In the event that User exceeds the number of licensed users specified in the agreement, User shall promptly notify Infringo Limited and pay the additional subscription fees for the increased user count.
2.6 Infringo Limited reserves the right to update, enhance, or modify the Software and its features. Any updates or modifications shall be made available to User during the term of this Agreement, and User agrees to implement such updates promptly.
2.7 User agrees not to use the Software for any unlawful or prohibited purpose and shall comply with all applicable laws and regulations governing its use.
2.8 Infringo Limited reserves the right to suspend or terminate the license immediately in the event of a material breach of this Agreement by User, including but not limited to non-payment of annual subscription fees, unauthorized transfer of the license, or misuse of the Software.
3. USE OF SOFTWARE:
3.1 User shall use the Software solely for the intended purpose of facilitating exclusive discounts for its employees. Any use beyond this scope is expressly prohibited, and User, or its employees agrees not to modify, adapt, or create derivative works of the Software.
3.2 User shall ensure compliance with all applicable laws and regulations while using the Software. Any violation of legal requirements may result in the immediate termination of the license by Infringo Limited.
3.3 User acknowledges that the Software is provided "as is," and Infringo Limited makes no warranties regarding its fitness for a particular purpose or the accuracy of the exclusive discounts offered. User accepts all risks associated with the use of the Software.
3.4 User shall maintain the confidentiality of access credentials provided by Infringo Limited. Any breach of confidentiality, unauthorized use, or disclosure of access credentials will be considered a material breach of this Agreement and may result in the immediate termination of the license.
3.5 User agrees to promptly notify Infringo Limited of any known or suspected unauthorized use or disclosure of access credentials. Infringo Limited shall not be liable for any damages or losses resulting from unauthorized access to the Software due to User's failure to safeguard access credentials.
3.6 User shall implement and maintain reasonable security measures to prevent unauthorized access to the Software. Infringo Limited is not responsible for any unauthorized access resulting from User's failure to implement adequate security measures.
3.7 User shall indemnify and hold Infringo Limited harmless from any claims, losses, or damages arising out of or related to User's use of the Software, including but not limited to any violations of applicable laws or regulations.
4. DISCOUNTS:
4.1 Infringo Limited will provide User's employees with access to exclusive discounts through the Software, with the right to update and modify discounts at its discretion. Infringo Limited reserves the right to adjust discount rates, eligibility criteria, or the list of participating vendors to optimize the overall value and efficiency of the discount program.
4.2 While Infringo Limited endeavors to maintain a diverse and valuable selection of exclusive discounts, User acknowledges that the availability of discounts may vary over time. Infringo Limited does not guarantee the continuous availability of specific discounts and shall not be held liable for any changes to the discount offerings.
4.3 User understands that the exclusive discounts provided through the Software are subject to the terms and conditions set by the respective vendors. Infringo Limited does not assume responsibility for any issues arising from the fulfilment of discounts, such as product availability, quality, or the vendor's adherence to its own terms.
4.4 Infringo Limited is not liable for any disputes, disagreements, or dissatisfaction that may arise between User, its employees, and the vendors offering exclusive discounts. User agrees to resolve such issues directly with the respective vendors, and Infringo Limited shall be held harmless in such matters.
4.5 User acknowledges that the exclusive discounts are a value-added service provided by Infringo Limited, and any changes or discontinuation of specific discounts does not entitle User to a refund, credit, or compensation.
4.6 Infringo Limited may, at its sole discretion, collaborate with additional vendors or terminate partnerships with existing vendors to enhance the diversity and attractiveness of the exclusive discounts. User will be informed of any significant
changes in advance, whenever possible, but Infringo Limited retains the right to make immediate adjustments without notice if necessary.
4.7 Infringo Limited reserves the right to suspend or terminate User's access to exclusive discounts if there is evidence of misuse, fraudulent activity, or violation of the terms and conditions outlined in this Agreement. Infringo Limited will conduct reasonable investigations before taking such actions and may provide an opportunity for User to address any concerns raised during the investigation.
4.8 User agrees that the exclusive discounts are a discretionary benefit and may be subject to change based on market conditions, vendor agreements, or other factors affecting the viability of the discount program. Infringo Limited will make reasonable efforts to communicate any substantial changes to User in a timely manner.
4.9 The exclusive discounts provided by Infringo Limited are non-transferable and intended solely for the benefit of User's employees. Any attempt to resell, transfer, or commercialize the exclusive discounts without explicit written consent from Infringo Limited constitutes a material breach of this Agreement and may result in immediate termination of the license.
5. FEES:
5.1 User agrees to pay the annual subscription fee of £5 per employee within 30 days of the invoice date. This fee covers the access to the Software and the exclusive discounts provided therein.
5.2 Infringo Limited may, at its discretion, offer a 12-month free period for the first year of use as a promotional incentive ("Free Period"). During the Free Period, User shall have full access to the Software and its features without incurring the annual subscription fee.
5.3 The Free Period is a one-time promotional offer and is applicable solely to the initial 12 months of User's use of the Software, commencing from the Effective Date of this Agreement.
5.4 Following the Free Period, User agrees to pay the annual subscription fee as specified in section 5.1. Infringo Limited reserves the right to adjust the annual subscription fee after the Free Period, providing written notice to User at least 30 days before the end of the Free Period.
5.5 Invoices for the annual subscription fee will be sent to User on an annual basis, and payment is due within 30 days of the invoice date. Late payments may incur interest charges acceptable by the market or the maximum allowable rate under applicable law, whichever is lower.
5.6 Infringo Limited reserves the right to suspend access to the Software for any User account with outstanding fees beyond the stipulated payment period. The reinstatement of access shall be at the discretion of Infringo Limited upon receipt of full payment.
5.7 Infringo Limited may, at its discretion, offer additional payment options or discounts for upfront payments covering multiple years. Any such arrangements will be outlined in a separate agreement or amendment to this Agreement.
5.8 User acknowledges that the annual subscription fee is subject to change, and Infringo Limited will provide written notice of any fee adjustments at least 30 days before the renewal date.
5.9 User understands and agrees that the annual subscription fee is non-refundable, even in the event of termination or suspension of this Agreement, unless otherwise expressly stated in writing by Infringo Limited.
5.10 Infringo Limited may, at its sole discretion, waive or reduce fees for specific periods or under certain circumstances, such as in the case of financial hardship for User. Any such waiver or reduction will be documented in writing and agreed upon by both parties.
6. DATA OWNERSHIP:
6.1 User explicitly acknowledges that it does not retain any rights, title, or interest in any data produced or generated through the use of the Software.
6.2 All data produced or generated through the use of the Software is the exclusive property of Infringo Limited. User expressly waives any and all claims to ownership, control, or proprietary rights over the data.
6.3 User agrees that the data produced or generated through the use of the Software is owned solely by Infringo Limited, and User shall have no right to access, use, or control such data beyond the scope of this Agreement.
6.4 Infringo Limited retains full and exclusive ownership of the data and may use, transfer, or license the data at its discretion, subject to the provisions of this Agreement and applicable laws.
6.5 In the event of termination or expiration of this Agreement, User shall have no right to retain, use, or access any data produced or generated through the use of the Software. Infringo Limited may, at its discretion, retain or dispose of such data in accordance with its policies and applicable laws.
6.6 User acknowledges that Infringo Limited may use aggregated and anonymized data for statistical, analytical, or improvement purposes, and User shall not have any claim or right over such aggregated and anonymized data.
6.7 Infringo Limited shall take reasonable measures to protect the confidentiality and integrity of the data produced or generated through the use of the Software. However, Infringo Limited disclaims any liability for the loss, corruption, or unauthorized access to such data under the current applicable law.
6.8 User agrees not to reverse engineer, decompile, or otherwise attempt to derive the source code or structure of the data produced or generated by the Software.
6.9 Infringo Limited may, at its discretion, use User's data for the improvement of its services, subject to the terms of this Agreement. Any use of data for improvement purposes shall be conducted in a manner that ensures the confidentiality and anonymity of User's data.
6.10 User acknowledges that Infringo Limited may store and process the data in various locations, including outside the country or region where User is located, and that such storage and processing are necessary for the provision of the Software.
6.11 User agrees to indemnify and hold Infringo Limited harmless from any claims, losses, or damages arising out of or related to User's acknowledgment that it does not retain any rights, title, or interest in the data produced or generated through the use of the Software.
7. CONFIDENTIALITY:
7.1 Both parties agree to maintain the confidentiality of information marked as confidential or reasonably considered as such.
7.2 The term "confidential information" includes, but is not limited to, proprietary information, trade secrets, financial data, business plans, technical specifications, and any other information that is not publicly available.
7.3 Each party shall exercise the same degree of care, but not less than a reasonable standard of care, to prevent the unauthorized disclosure or use of confidential information as it uses to protect its own confidential information of a similar nature.
7.4 Confidential information does not include information that:
a. Is or becomes publicly available through no fault of the receiving party.
b. Was rightfully in the possession of the receiving party without restriction on disclosure before receipt from the disclosing party.
c. Is independently developed by the receiving party without reference to the disclosing party's confidential information.
d. Is rightfully obtained by the receiving party from a third party without restriction on disclosure.
7.5 Both parties agree to restrict disclosure of the other party's confidential information to employees, agents, or third parties who have a need to know such information for the purposes of fulfilling this Agreement and who are bound by confidentiality obligations at least as restrictive as those contained herein.
7.6 In the event that either party is required by law, regulation, or legal process to disclose confidential information, that party shall provide prompt notice to the other party, unless prohibited by law, to enable the other party to seek a protective order or other appropriate remedy.
7.7 Upon termination or expiration of this Agreement, both parties shall promptly return or, at the disclosing party's option, destroy all copies of the confidential information in their possession or control, unless retention is required by law. The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of 7 years.
7.8 The parties agree that any breach of the confidentiality obligations may result in irreparable harm for which monetary damages would be inadequate. In the event of a breach, the non-breaching party shall be entitled to seek injunctive relief without the need to post a bond, in addition to any other remedies available at law or in equity.
7.9 The confidentiality obligations outlined in this Agreement shall continue to apply to the disclosed information for as long as it remains confidential, even if not specifically marked as such, and irrespective of whether the information was disclosed during the term of this Agreement or before its commencement.
7.10 Infringo Limited may, at its discretion, disclose aggregated and anonymized data derived from User's usage of the Software, provided that such data does not reveal User's confidential information or personally identifiable information.
8. INTELLECTUAL PROPERTY:
8.1 Infringo Limited owns all intellectual property rights in the Software, and nothing in this Agreement transfers ownership to User.
8.2 "Intellectual Property" refers to, but is not limited to, patents, copyrights, trademarks, trade secrets, and any other proprietary rights associated with the Software.
8.3 User acknowledges and agrees that it shall not, at any time during the term of this Agreement or thereafter, challenge or contest the validity or ownership of Infringo Limited's Intellectual Property.
8.4 User shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software. Any such unauthorized actions may result in the termination of this Agreement and legal action by Infringo Limited to protect its Intellectual Property rights.
8.5 Infringo Limited grants User a limited, non-exclusive, non-transferable license to use the Software strictly in accordance with the terms of this Agreement. This license does not convey any rights, implied or otherwise, beyond the scope expressly granted herein.
8.6 User agrees not to reproduce, distribute, or create derivative works based on the Software, except as expressly authorized by this Agreement.
8.7 User shall promptly notify Infringo Limited of any unauthorized use, reproduction, or distribution of the Software of which it becomes aware and shall reasonably cooperate with Infringo Limited in any legal action taken to protect Infringo Limited's Intellectual Property.
8.8 Nothing in this Agreement grants User any right or license to use Infringo Limited's trademarks, service marks, or trade names. User shall not use any trademarks or service marks of Infringo Limited without Infringo Limited's prior written consent.
8.9 Infringo Limited reserves the right to update, modify, or enhance the Software, and User agrees that such updates or modifications shall be the sole property of Infringo Limited.
8.10 Infringo Limited may, at its discretion, use feedback or suggestions provided by User for the improvement of the Software. User acknowledges that Infringo Limited may incorporate such feedback or suggestions without any obligation or compensation to User.
8.11 The termination or expiration of this Agreement does not affect Infringo Limited's ownership of the Intellectual Property associated with the Software. Upon termination, User's license to use the Software ceases, and User shall cease all use.
8.12 Any rights not expressly granted to User under this Agreement are reserved by Infringo Limited.
9. DISCLAIMER OF WARRANTY:
9.1 The software is provided "as is" without warranty of any kind. Infringo Limited disclaims all warranties, including merchantability, fitness for a particular purpose, and noninfringement.
10. LIMITATION OF LIABILITY:
10.1 Infringo Limited is not liable for any indirect, incidental, special, or consequential damages arising from the use of the Software.
10.2 In no event shall Infringo Limited's total liability for all claims related to the Software, whether in contract, tort, or otherwise, exceed the total amount of fees paid by User to Infringo Limited for the twelve-month period immediately preceding the event giving rise to the claim.
10.3 Infringo Limited shall not be liable for any loss of profits, revenue, data, or business opportunities, or for any business interruption, even if Infringo Limited has been advised of the possibility of such damages.
10.4 User acknowledges that the limitations of liability set forth in this Agreement are reasonable and reflect the allocation of risk between the parties.
10.5 Infringo Limited shall not be liable for any damages resulting from the use or inability to use the Software, including but not limited to damages caused by delays, errors, omissions, or interruptions in service.
10.6 Infringo Limited is not responsible for the actions or inactions of third-party vendors or service providers that may be involved in the delivery or functionality of the Software.
10.7 User acknowledges that the Software is not error-free, and Infringo Limited does not warrant that the Software will be free from defects or that any defects will be corrected.
10.8 Infringo Limited is not liable for any unauthorized access to, use, or alteration of User's data or transmissions, whether by third parties or otherwise.
10.9 Infringo Limited shall not be liable for any damages arising out of or in connection with the use or performance of third-party software, products, or services integrated with or used in conjunction with the Software.
10.10 User agrees that Infringo Limited is not responsible for the actions or conduct of other users of the Software, and Infringo Limited shall not be liable for any harm, loss, or damage resulting from interactions with other users.
10.11 Infringo Limited shall not be liable for any delays or failures in performance resulting from events beyond its reasonable control, including but not limited to acts
of God, war, terrorism, natural disasters, strikes, or other labour disputes, disruptions in telecommunications or internet services, or governmental restrictions.
10.12 The limitations and exclusions of liability set forth in this section apply to the maximum extent permitted by applicable law.
10.13 User agrees that any claims against Infringo Limited must be brought within one year from the date of the event giving rise to the claim, and any claims not brought within this time period are waived.
10.14 Infringo Limited ("Company") shall not be held liable for any breach of data security resulting from the actions or negligence of third-party suppliers engaged by the Company. This disclaimer extends to any unauthorized access, disclosure, or loss of data arising from the utilization of services, products, or systems provided by said third-party suppliers. Users acknowledge and agree that Infringo Limited shall not bear responsibility for such breaches and waive any claims or actions against the Company arising from the aforementioned circumstances.
11. INDEMNIFICATION:
11.1 User agrees to indemnify, defend, and hold harmless Infringo Limited, its officers, directors, employees, and agents from and against any claims, demands, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to:
a. User's use of the Software.
b. Violation of this Agreement or any applicable law by User.
c. Breach of any representation or warranty made by User in this Agreement. d. Infringement of any third-party intellectual property rights by User. e. Any acts or omissions of User or its employees, agents, or representatives.
11.2 Infringo Limited reserves the right to assume the defense and control of any matter subject to indemnification by User, in which case User agrees to cooperate with Infringo Limited's defense of such claims.
12. TERMINATION:
12.1 Either party may terminate this Agreement with written notice if the other party breaches any material term or condition of this Agreement and fails to remedy the breach within 30 days of receiving written notice specifying the breach.
12.2 Infringo Limited may terminate this Agreement immediately and without notice in the event of a material breach by User, including but not limited to non-payment of annual subscription fees, unauthorized transfer of the license, misuse of the Software, or violation of applicable laws.
12.3 Infringo Limited may terminate this Agreement for convenience with 30 days' written notice.
12.4 Users may terminate this Agreement for convenience by providing Infringo Limited with 30 days' written notice.
12.4.1 To request the deletion of your account, please contact us at info@infringo.co. Upon receipt of your request, we will take appropriate measures to securely delete your account and associated data in accordance with our privacy policy.
12.5 Upon termination or expiration of this Agreement, User shall cease all use of the Software, and Infringo Limited may suspend or terminate User's access to the Software.
12.6 In the event of termination, User shall promptly pay any outstanding fees due under this Agreement.
12.7 The termination or expiration of this Agreement does not relieve the User of its obligation to pay any fees due and owing to Infringo Limited.
12.8 Upon termination, User shall promptly return or, at Infringo Limited's option, destroy all copies of the Software in its possession or control.
12.9 The provisions of sections 5 (Fees), 6 (Data Ownership), 7 (Confidentiality), 8 (Intellectual Property), 9 (Disclaimer of Warranty), 10 (Limitation of Liability), 11 (Indemnification), and 14 (General) shall survive the termination or expiration of this Agreement.
13. GOVERNING LAW:
13.1 This Agreement shall be governed by and construed in accordance with the laws of [your specified jurisdiction], excluding its conflicts of law principles.
13.2 Any legal action or proceeding arising out of or related to this Agreement shall be brought exclusively in the courts of England and Wales, and the party’s consent to the personal jurisdiction of such courts.
14. GENERAL:
14.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior and contemporaneous agreements, whether oral or written, relating to the subject matter herein.
14.2 This Agreement may be amended only in writing and signed by both parties.
14.3 The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision.
14.4 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.
14.5 This Agreement is binding upon and shall ensure to the benefit of the parties and their respective successors and assigns.
14.6 The relationship between the parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.
14.7 User may not assign or transfer its rights or obligations under this Agreement without the prior written consent of Infringo Limited.
14.8 Infringo Limited may assign or transfer its rights or obligations under this Agreement without the consent of User.
14.9 Any notice required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, or by overnight courier, or 14 days after being mailed by certified or registered mail, postage prepaid, return receipt requested, to the addresses of the parties set forth at the beginning of this Agreement or to such other address as either party may designate by notice to the other party.
14.10 The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.
15. Cookie Policy:
15.1 Third-Party Merchant Platforms: Infringo Limited utilizes various third-party merchant platforms to facilitate transactions, provide services, and enhance user experience. These platforms may include payment processors, analytics providers, and advertising networks.
15.2 Use of Cookies: Third-party merchant platforms may use cookies and similar technologies to collect information about users' interactions with our platform. These cookies are generated and managed by the respective third-party providers, and their use is governed by the third parties' privacy policies and terms of service.
15.3 Purpose of Cookies: Cookies generated by third-party merchant platforms serve various purposes, including but not limited to:
15.4 User Consent: By using our platform, users consent to the use of cookies as described in this section. Users have the option to manage their cookie preferences through their browser settings or by following the instructions provided by third-party providers.
15.5 Third-Party Privacy Policies: Users are encouraged to review the privacy policies and terms of service of third-party providers whose cookies may be generated on our platform. These policies govern the collection, use, and disclosure of user information by third parties.
15.6 Limitation of Liability: Infringo Limited disclaims any liability arising from users' interactions with third-party merchant platforms or their use of cookies on our platform.
15.7 Updates to Terms and Conditions: Infringo Limited reserves the right to update or modify this section of the Terms and Conditions to reflect changes in practices or applicable laws. Any updates will be posted on our platform, and users' continued use of services constitutes acceptance of these changes.
15.8 Contact Us: If users have any questions or concerns about the use of cookies generated by third parties, they may contact us at Info@infringo.co.
By using our platform, users acknowledge that they have read, understood, and agreed to the terms and conditions outlined in this section regarding cookies generated by third parties. Thank you for choosing Infringo Limited.
I hereby agree to abide by the terms and conditions stated by Infringo Limited: [USER NAME]
By: ________________________________
[Authorized Signatory]
[Date]
