1. Introduction

Welcome to SecureWeb3! 

Our mission is to help businesses, brands and individuals secure their Web3 presence by offering a suite of Web3 brand protection services, including our state-of-the-art Web3 brand monitoring protection platform (the Platform).  

These Terms of Service (Terms) apply to your access, use and exploitation of the Platform, including any of the services, functions or features which may be made available through the Platform from time to time. 

These Terms apply only to business entities (for example, corporations, partnerships, limited liability companies and sole proprietorships). If you are an individual consumer and signing up to our Platform, please refer to our consumer terms and conditions available [here].

1.1 Agreement 

 1.1.1 These Terms, together with: any specific terms & conditions or policies which are either: (i) specifically referenced and incorporated into these Terms, or; (ii) apply to your use our Platform or receipt of Services (SSTs); and the SecureWeb3 Privacy Notice, available here (Privacy Notice)

are entered between the business entity signing up to any of our Platforms and SecureWeb3 Ltd, a limited Company registered in the United Kingdom with Company number 14593990 (Agreement). 

1.1.2 For the purposes of these Terms, any reference to SecureWeb3, we, our or us shall mean references to SecureWeb3 Ltd and any reference to you, your or Company shall be a reference to the business entity who uses, accesses, or signs-up to our Platforms or receives any Services offered by SecureWeb3. 

1.1.3 By accessing the SecureWeb3 Platform, you agree to the terms and conditions of contained herein. If you don’t agree with any of the terms contained within the Agreement, you should not access or interact with our Platform, or receive any of the Services we may offer.

1.2 Service Specific Terms (SSTs)

There may be certain instances where additional terms and conditions are applicable to your use of our Platform features or receipt of our Services. For example, our Platform may offer enhanced functionality or premium features which require you to agree to certain usage conditions or a Service we offer may be subject to additional regulatory requirements. If this is the case (and SSTs apply), we will provide these to you in advance and ask you to agree before you access the Platform feature or Service. 

1.3 Privacy Notice

We have issued SecureWeb3 Privacy Notice which outlines how we process and handle any personal data which we collect about you, along with your legal rights in relation to the processing of your personal data. Respecting your rights and the compliant handling of personal data is important to us and should be to you so we’d encourage you to read the Privacy Notice, the terms of which are incorporated into these Terms by reference. 

1.4 Definitions

These Terms use certain definitions and defined terms which can be found at the end of these Terms. Unless the context otherwise requires, any capitalized word used throughout these Terms shall have the corresponding definition included either (i) under the definitions section of these Terms, or; (ii) as defined throughout the body of these Terms.  

2. Accounts and Users

2.1 Registration

2.1.1 To access our Platform or receive any of our Services you will need to register an account (Account) and provide us with certain information about you and your Company. We will handle all information you provide to us when registering an Account with us in accordance with our Privacy Notice. 

2.1.2 When registering an Account with us, you represent and warrant that: you will only provide accurate, complete and current information about your Company (including registered address and Company number), any authorised personnel of the Company and any Authorised Users (as defined) which may be linked to the Account; the Company intends on utilizing the Platform and Services for internal business usage or, if you are a law firm, for your own clients; and the person who is registering the Account is legally authorised to do so. 

2.1.3 SecureWeb3 reserves the right to deactivate any Account in which it reasonably believes does not accord with the above warranties and may do so without notice. 

2.2 Users and Accounts

2.2.1 After establishing an Account on our Platform, you may wish to grant access to the Platform to certain users to receive the Services on behalf of the Company and be linked to the Company Account (Authorised User). We may choose to limit the number of Authorised Users who can be registered on your Account at any given time and may choose to increase or decrease this limit from time to time.  

2.2.2 Company shall be wholly responsible for any interaction with, or order made through, the Platform, including any purchases, interactions, updates, requests or downloads that may be made through or using your Account during your relationship with us (Account Interactions), irrespective of whether the Account Interaction is made by an Authorised User or not. 

2.2.3 When dealing with your Account you agree and undertake: that you are, and will be held responsible for, all Account Interactions, whether or not such Account Interactions are made by an Authorised User or not; not to transfer your Account or allow any individual who is not an Authorised User with access to it; to ensure that each Authorised User keeps their registration details (username or email address) and password (User Details) confidential, safe and secure at all times; to ensure that no Authorised User linked to your Account shares, discloses, provides access, or otherwise makes available their User Details to any person, including other personnel employed by or representing the Company; that only individuals who are legally able to access your Account without breaching any applicable laws (such as geographical restrictions or other cyber laws) will be registered as an Authorised User; to notify us if any of your Account information is outdated or incorrect; to notify us if you have reason to believe that a person other than an Authorised User has accessed, or has access to, your Account; and to only use, or permit the use of, your Account for the purposes in which it is intended and licensed (i.e. to receive our Services).

2.2.3 You may request the deletion of your Account at any time by contacting us.

3. Services

3.1 General

3.1.1 Unless otherwise specified or for one-off purchases, our Platform and Services are made available to you on a paid subscription basis (Subscription) and subject to the advertised or agreed limitations and restrictions applicable to each Subscription. Without purchasing a Subscription, or at the cancellation or expiry of a Subscription Term, you may still be able to access the Platform and certain features or history, paid Subscription features, however, will no longer be made available for use. 

3.1.2 SecureWeb3 shall, throughout the course of an active Subscription, provide the Services and make available the Platform on and subject to the terms of this Agreement and any associated product documentation. Details of our Subscriptions can be found on our Product Pages.

3.2 License

3.2.1 Subject to the successful purchase of a Subscription and the terms of this Agreement, SecureWeb3, for the applicable Subscription Term, hereby grants Company a non-exclusive, non-transferable right and licence (without the right to grant sublicence), to permit the Authorised Users to access the Platform and use the Services in accordance with Company’s Subscription. 

3.2.2 Unless otherwise agreed or pursuant to certain Subscription categories (e.g. Subscriptions available to law firms), the above license and receipt of Services shall be for internal business purposes only. 

3.3 Promotions

3.3.1 From time to time we may offer promotions or other trials in relation to the Platform or our Services which entitle the qualifying user to certain benefits such as enhanced Platform features or a discount/fee-free period (Promotion). When we run any Promotion, we’ll be clear to tell you about the associated Promotion conditions such as any time limitation, any ‘new customer’s only’ requirement or any other qualifying factor which enables an individual or business entity to receive the Promotion.  

3.3.2 Whilst the T&Cs and eligibility criteria may differ, the following shall apply to all SecureWeb3 Promotions: All Promotions are subject to change at the discretion of SecureWeb3 and may be withdrawn at any time; All Promotions will be subject to eligibility criteria set at the sole discretion SecureWeb3; and Promotions will be subject to the terms contained in this Agreement, along with any other Promotion terms or SSTs that may be apply. 

3.4 Free Trial

3.4.1 From time to time and provided that all qualifying criteria are met, we may choose to offer free trials on our Platform (Free Trial) giving the qualifying user access to the Platform and certain features fee free for a pre-determined period (Trial Period). When we offer a Free Trial, the Trial Period and any other qualifying criteria and SSTs will be set out during the registration process. 

3.5 Digital Content

3.5.1 Some of the Services offered by SecureWeb3 include provision of access to certain informational videos, courses, modules and other e-learning facilities (Digital Content). We make no representations or warranties of any kind, express or implied, about the completeness, accuracy, reliability, suitability, or availability with respect to the Digital Content or its fitness for the original purpose in which you intended it to be (provided it conforms with the description we give).  Any reliance you placed on the Digital Content is at Company’s sole risk. 

3.5.2 SecureWeb3 explicitly disclaims all liability for any loss or damage, whether direct or indirect, in connection with Company’s (or any Authorised User’s) reliance on the information provided within the Digital Content or the unavailability of the Digital Content, however so caused. 

4. Platform

4.1 Platform Availability

4.1.1 Although we try to provide continuous availability to you, we do not guarantee that the Platform will always be available, work, or be accessible at any particular time. SecureWeb3 does not guarantee any uptime or specific availability of the Platform or its features, nor is any guarantee or warranty made with respect of the results or output derived through use of the Platform (Platform Output).

4.1.2 SecureWeb3 specifically disclaims any and all liability in respect of the Platform Output, such disclaimer being a material term of this Agreement. 

4.2 Platform Maintenance

4.2.1 From time to time, SecureWeb3 may be required or choose to maintain, enhance or refine the Platform to comply with applicable laws or perform scheduled maintenance on the infrastructure of the Platform (Platform Maintenance). 

4.2.2 In the event of Platform Maintenance, certain features of the Platform may be unavailable or the service quality may be degraded. In limited circumstances we may be required to temporarily suspend access to the Platform by Company’s Authorised Users but will only do so for as long as is reasonably required.

4.2.3 Whilst we will use our best endeavours to notify you in advance of any Platform Maintenance, SecureWeb3 reserves the right to perform emergency maintenance without cause or providing notice. 

4.3 Company Assets

4.3.1 To use the Platform and its monitoring features, you will be required to upload certain intellectual property materials owned by, or licensed to, Company (Company Assets). As and between Company and SecureWeb3, each party agrees that Company is the owner or licensor of the Company Assets and holds all rights, title, and interest in the Company Assets, including all associated intellectual property rights. When uploading a Company Asset, Company is granting SecureWeb3 a non-exclusive, royalty-free, right and license during the Subscription Term to use, reproduce, transmit, perform, display and store the Company Assets solely to perform its obligations under this Agreement and provide the Services. 

4.3.2 As it relates to the Company Assets, Company represents and warrants to SecureWeb3 that: each Company Asset is either owned, or licensed, by Company and use or association of the Company Assets with SecureWeb3 or the Platform will not infringe any third-party rights; it will not use the Platform or upload any Company Assets for any other purpose than is intended by the Platform; the Company Assets are not defamatory, illicit or in any way against social norms; and if, during a Subscription Term, any Company Asset ceases to be owned or licensed to Company, it shall remove it from the Platform and no longer associate the Company Asset with SecureWeb3 or the Platform.

4.4 Enforcement Features

4.4.1 The Platform offers certain intellectual property enforcement features which may be requested by an Authorised User through the Platform from time to time such as takedown requests (Takedown Request). When initiating a Takedown Request, we act as a technology facilitator only and will not be held responsible nor liable for the Takedown Request’s contents, outcome or consequences thereof. 

4.4.2 If you initiate a Takedown Request, we will, using blockchain technology: create a cryptographic asset (NFT) in relation to the Takedown Request which may, dependent on Subscription type, include the Company’s name or other intellectual property; include within the NFT, subject to clause, the content in which you provide at the point of requesting the Takedown Request; facilitate and execute the transfer of the NFT to the blockchain wallet address identified through the Platform as requested by an Authorised User (Wallet Address); and include, within the NFT description, any disclaimer in which SecureWeb3 deems as appropriate.

4.4.3 In the event of a Takedown Request, Company grants SecureWeb3 a limited, revocable appointment to transfer the Takedown Request on behalf of Company to Wallet Address subject only to the limitations included within this Agreement.  

4.4.4 In respect of Takedown Request, Company agrees, undertakes and warrants that: it shall, upon request, provide written confirmation that SecureWeb3 is authorised to transfer the Takedown Request to the Wallet Address; it shall only initiate a Takedown Request if it reasonably believes that the user of the Wallet Address is infringing the rights of Company through misuse or misappropriation of the Company Asset; it shall not include, or request SecureWeb3 to include, any illicit, defamatory, misleading, derogatory or untrue information in the contents of the Takedown Request; and it shall not take any action, nor hold SecureWeb3 responsible or liable, for the consequences or outcome of the Takedown Request.

4.4.5 Company agrees to remain wholly responsible and liable for the outcome and consequences of initiating a Takedown Request, and further acknowledges that SecureWeb3 is a service provider only and in no way purports, or intends to purport itself, as a provider of legal services. Further, and to the maximum extent allowable under applicable law, SecureWeb3 disclaims all liability in respect of any Takedown Request initiated by Company and provides no warranties as to its performance or fitness for a particular purpose. 

4.5 Third-party Providers

4.5.1 Company acknowledges that the Platform may enable or assist it to access the website content of, correspond with, and purchase products and services from, third parties via third-party websites and that it does so solely at its own risk. SecureWeb3 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 between Company and any such third party.  Any contract entered into and any transaction completed via any third-party website is between Company and the relevant third party. 

5.5.2 SecureWeb3 recommends that Company refers to the third party’s website terms and conditions and privacy policy prior to using the relevant third-party website and does not endorse or approve any third-party website nor the content of any of the third-party websites made available via the Platform.

5. Company Obligations

5.1 General

5.1.1 Throughout the course of the relationship with us and whilst ever Company has access to the Platform or receives any Services, Company agrees: to provide SecureWeb3 with access to such information as may be required to provide the Services or access to the Platform, including in relation to the Company’s Account its Authorised Users or any Company Assets; without affecting any other of its obligations under the Agreement, to comply with all applicable laws as they so relate to accessing the Platform or receiving the Services; to ensure that all Authorised Users only access the Platform or use the Services in accordance with the terms of this Agreement or other instructions we may provide and that it shall be responsible for any Authorised User’s breach of the same; to obtain and maintain all necessary licences, consents, and permissions necessary to receive the Services or access the Platform; and to ensure that its network and systems comply with the relevant specifications provided by us from time to time.

5.2 Undertakings

5.2.1 Throughout the course of the relationship with us and whilst ever Company has access to the Platform or receives any Services, Company warrants and undertakes that it shall not (except as may be allowed under applicable law which is incapable of exclusion by agreement), except to the extent expressly permitted under this Agreement: attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; access all or any part of the Platform or receive any Services in order to build a product or service which competes with the Platform or Services; subject to  11.8, attempt to, or let any third-party attempt to, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users; attempt to obtain, or assist third parties in obtaining, access to the Platform or Services, other than as authorised by SecureWeb3; introduce or permit the introduction of, any virus or vulnerability into SecureWeb3’s network and information systems; wilfully breach any term of this Agreement or any SSTs which may apply to the receipt and consumption of the Services; and upload any Company Assets in which Company does not own or licensed to use. 

5.2.2 Without prejudice to any other rights which may be afforded to under this Agreement or at law, SecureWeb3 reserves the right, without liability, to disable or restrict Company’s access to the Platform or Services and take any other action available to it for any breach of the undertakings provided above at clause 4.2.1 or clause 4.1.1.

6. SecureWeb3 Obligations

6.1 General

6.1.1 SecureWeb3 undertakes that the Platform will be made available and Services performed substantially in accordance with this Agreement (including the Documentation) and with reasonable skill and care.

6.1.2 The undertaking provided above at clause 5.1.1 shall not apply to the extent of any non-conformance which is caused by access to the Platform or use of the Services contrary to SecureWeb3’s instructions, or modification or alteration of the Services (including any output from the Platform) by any party other than SecureWeb3 or SecureWeb3’s duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, SecureWeb3 will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide Company with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes Company’s sole and exclusive remedy for any breach of the undertaking set out in 5.1.1.  

6.1.3 SecureWeb3 warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under this Agreement.

6.1.4 SecureWeb3 shall follow international best practices to ensure the security of any Company Data provided in the course of granting access to the Platform or providing the Services. In the event of any loss or damage to Company Data, Company’s sole and exclusive remedy against SecureWeb3 shall be for SecureWeb3 to use reasonable commercial endeavours to restore the lost or damaged Company Data from the latest back-up of such Company Data maintained by SecureWeb3. SecureWeb3 shall not be responsible for any loss, destruction, alteration or disclosure of Company Data caused by any third party (except those third parties sub-contracted by SecureWeb3 to perform services related to Company Data maintenance and back-up for which it shall remain fully liable).

6.2 Exclusions

6.2.1 SecureWeb3 does not warrant that: the Company’s use of the Services will be uninterrupted or error-free; that the Services, Documentation and/or Platform Output obtained by Company through the Services will meet Company’s requirements; the Platform or the Services will be free from Vulnerabilities or Viruses; or the Platform, Documentation or Services will comply with any Heightened Cybersecurity Requirements.

6.2.2 SecureWeb3 shall not be 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 Company acknowledges that the Platform and Services may be subject to limitations, delays and other problems inherent in the use of such facilities. 

6.2.3 This Agreement shall not prevent SecureWeb3 from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

7. Payment and Payment Processing

7.1 Pricing 

7.1.1 We may update the price of our Services from time to time to align with the features we offer or to provide better value to you as the end user. If we increase the price of any of our Services (which we reserve the right to do), we will try and provide you with as much notice as possible to assist with your decision-making process. 

7.1.2 If you have signed up to a Subscription and during the term of your Subscription we choose to increase the price, you won’t be affected until the end of your Subscription Term.

7.2 Payment

7.2.1 Company agrees to pay the applicable Subscription Fee for the Subscription in accordance with this section and relevant information contained in the Product Pages at the time sign-up.  

7.2.2 Upon signing up for a Subscription, Company shall provide valid, up-to-date and complete credit card and billing details or, subject to our prior acknowledgment and agreement, any other such information which we may require in order to activate your Subscription such as an approved purchase order. 

7.2.3 If, pursuant to clause 7.2.2, Company provides its credit card details, Company thereafter authorizes SecureWeb3 to charge such credit card: on the Subscription Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and on each anniversary of the Subscription Commencement Date for the Subscription Fee amount payable for the following Subscription Renewal Term. 

7.2.4 If, pursuant to clause 6.2.2, Company provides other such details as may be agreed such as an approved purchase order, SecureWeb3 shall invoice Company: on Subscription Commencement Date for the Subscription Fees payable in respect of the Initial Subscription Term; and at least thirty (30) days prior to each anniversary of the Subscription Commencement Date for the Subscription Fees payable in respect of the following Subscription Renewal Term,

and Company agrees to pay each invoice within thirty (30) days of the date of invoice. 

7.2.5 If Company intends on making payment in accordance with clause 6.2.4 and such payment is not received within thirty (30) days of the invoice due date, SecureWeb3 may, without prejudice to any other rights available to it and without incurring any liability, disable Company’s Account and suspend any access by any Authorised User to the Platform or Services.  

7.2.6 All amounts and fees stated or referred to in this Agreement: shall be payable in the currency advertised or otherwise agreed; are non-cancellable and non-refundable; and unless advertised to be value added tax (VAT) inclusive, shall be exclusive of VAT.

7.2.7 Company agrees that timely payment of all Subscription Fees is material to entering this Agreement and failure to comply shall constitute a material breach of contract. SecureWeb3 reserves the right to suspend or cancel any Account, including access by any Authorised User, if Company fails to make payment of the Subscription Fee by the relevant due date for either the Initial Subscription Term or any Subscription Renewal Term. 

7.3 Payment Processing

7.3.1 SecureWeb3 may use third-party service providers for its payment services such as card acceptance, merchant settlement and related payment services (Payment Provider). By purchasing a Subscription, you agree to be bound the privacy policy and any applicable terms of the Payment Provider and consent and authorise SecureWeb3 to share your payment related information with the Payment Provider. 

7.3.2 SecureWeb3 will only use recognized Payment Providers who adhere to industry standards and payment security guidelines. 

8. Intellectual Property

8.1 Proprietary rights

8.1.1 The Services provided and information accessed through use of the Platform contains trademarks and copyrighted materials, along with other intellectual property such as confidential or proprietary information and patentable processes and technologies proprietary to SecureWeb3 (SecureWeb3 Materials). The SecureWeb3 Materials may include things such as source code, video, test, software, graphics, imagery, sounds, processes, technologies and other components which have been developed by us or our licensors. 

8.1.2 Company acknowledges and agrees that SecureWeb3 and/or its licensors own all intellectual property rights in the Platform, Services (including the Documentation) and any Downloadable Content as described below. Except as expressly stated herein, this Agreement does not grant any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Platform, Services or Downloadable Content.

8.1.3 The right of access to the Platform does not grant to you any right to download or store any SecureWeb3 Materials in any medium unless, during the course of providing you with the Services, certain SecureWeb3 Materials are made available to you for download or use outside of our Platforms or provisioning of Services such as any reports which may generated through the Platform (Downloadable Content). When we provide you with Downloadable Content, we are providing you such SecureWeb3 Material under a limited, personal licence under which you can use the Downloadable Content for personal use only. No license is provided to sell, transfer or otherwise make any derivative works out of the Downloadable Content we provide through the Platform or otherwise. 

8.1.4 SecureWeb3 confirms that it has all necessary rights in relation to the Platform and Services that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of this Agreement.

9. Confidentiality

9.1 Confidential Information

9.1.1 For the purposes of this Agreement, Confidential Information shall mean all information (however recorded or preserved) relating to Company or SecureWeb3 and concerning their business affairs including, but not limited to: any information that would be regarded as confidential by a reasonable businessperson relating to: the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of a party, and the operations, processes, product information, know-how, designs, trade secrets or software of a party; details of the Platform Output not directly intended by use of the Services, and the results of any performance tests of the Services; and any Company Data or Company Assets. 

9.2 Duty of Confidence

9.2.1 Subject to clause 8.3.1, each party (the Receiving party) agrees to keep the other party’s (the Disclosing party) Confidential Information secret and confidential and not to use or disclose such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with this Agreement and only to the extent reasonably necessary (Permitted Purpose). 

9.3 Exclusions

9.3.1 Notwithstanding clause 8.2.1 above, a party may disclose the other party’s Confidential Information, only as required and only to the extent which may be reasonably necessary, to:  those of its personnel or representatives who need to know such Confidential Information in order to perform Permitted Purpose, provided that those personnel in which Confidential Information is disclosed agrees to maintain its confidentiality; or with any laws, instruction by any governmental or other regulatory body or securities exchange, or as may be directed by any court with competent jurisdiction.

9.3.2 The provisions of this section 8 shall not apply to any Confidential Information that: is or becomes generally available to the public (other than as a result of its disclosure by the Receiving party or its representatives in breach of this clause); was available to the Receiving party on a non-confidential basis before disclosure by the Disclosing party; was, is or becomes available to the Receiving party on a non-confidential basis from a person who not bound by a confidentiality agreement with the Disclosing party or otherwise prohibited from disclosing the information to the Receiving party; or the parties agree in writing is not confidential or may be disclosed.

10. Liability

10.1 Indemnity

10.1.1 Company agrees to defend and indemnify SecureWeb3 against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with use of the Platform or receipt of the Services, including any claim resulting from use of a Company Asset or initiation of a Takedown Request, provided that we give you prompt notice of any such claim.

10.1.2 SecureWeb3 agrees to defend Company against any claim that the Company’s use of the Platform or Services in accordance with this Agreement infringes any United Kingdom patent, copyright, trademark, database right or right of confidentiality, and shall indemnify the Company for any amounts awarded against the Company in judgment or settlement of such claims, provided that: prompt notice of any such claim is provided; no admission or attempt to compromise or settle the claim is made and reasonable cooperation in the defence and settlement of the claim is provided; and SecureWeb3 is given sole authority to defend or settle the claim.

10.1.3 In the defence or settlement of any claim, SecureWeb3 may procure the right for the continued use of the Platform or Services and may choose to replace or modify the Services so that they become non-infringing or, if such remedies are not reasonably available, terminate this Agreement on two (2) Business Days’ notice to the Company without any additional liability or obligation to pay liquidated damages or other additional costs.

10.1.4 In no event shall SecureWeb3, its employees, agents and sub-contractors be liable to the Company to the extent that the alleged infringement is based on: Company’s use of any of the Platform Output, including through Company’s initiation of any Takedown Notice; a modification of the Services or Platform Output by anyone other than SecureWeb3; Company’s use of the Platform or Services in a manner contrary to the instructions given to the Company by SecureWeb3; or Company’s use of the Services or Documentation after notice of the alleged or actual infringement from SecureWeb3 or any appropriate authority.

10.2 Liability

10.2.1 Except as expressly and specifically provided in this Agreement: Company assumes sole responsibility for results obtained from the use of the Platform, Services, Platform Output and Takedown Requests, including for conclusions or consequences drawn from such use. SecureWeb3 shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided in connection with use of the Platform, Platform Output or Services, including any and all consequences of initiating any Takedown Request via the Platform; all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and the Platform and Services are provided to Company on an “as is” basis.

10.2.2 Nothing in this Agreement excludes the liability of either party for: for death or personal injury caused by negligence; or for fraud or fraudulent misrepresentation.

10.2.3 Subject to 10.2.2: SecureWeb3 shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, wasted expenditure, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement; and SecureWeb3’s total aggregate liability arising in connection with this Agreement shall be limited to the total Subscription Fees paid for the Company’s Subscription during the twelve (12) months immediately preceding the date on which the claim arose.

10.2.4 Nothing in this Agreement excludes the liability of Company for any breach, infringement or misappropriation of the SecureWeb3’s Intellectual Property Rights.

11. Term & Termination

11.1 Term

11.1.1 This Agreement shall, unless otherwise cancelled pursuant to clause 10.2 (Cancellation), commence on the date in which Company registers an Account and shall continue until such point that Company’s Account is cancelled in accordance with clause 10.2 or otherwise closed or deactivated.

11.2 Cancellation

11.2.1 Company may cancel an active Subscription at any time by notifying SecureWeb3 of its intention to cancel (Cancellation Request). If Company makes a Cancellation Request and unless otherwise requested, SecureWeb3 will cancel and deactivate Company’s Account at the conclusion of the then relevant Initial Subscription Term or Renewal Subscription Term, as the case may be. If Company requests the earlier cancellation of their Account, SecureWeb3 will be under no obligation nor be liable to refund Company for any paid but unutilized amounts of any Subscription Fee paid. 

11.2.2 SecureWeb3 may, in its sole discretion and for any reason, cancel any active Account or access by any Authorised User at any time by providing written notice to Company of cancellation (Notice of Cancellation). If a Notice of Cancellation is provided, SecureWeb3 agrees to refund any paid but unutilized portion of the relevant Subscription Fees on a prorated basis. 

11.3 Consequences of Cancellation 

11.3.1 Upon Cancellation of Company’s Account: all licences granted under this Agreement shall immediately terminate and Company shall immediately cease all use of the Services and paid features of the Platform; will destroy or otherwise dispose of any of Company Data in its possession; and any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of cancellation, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of cancellation shall not be affected or prejudiced.

12. Miscellaneous

12.1 Force Majeure

Neither party shall be in breach of this Agreement or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such cases, the time for performance of such obligations shall be extended according to the time of delay. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate this Agreement by giving written notice to the affected party.

12.2 Conflict

If there is an inconsistency between any of the provisions of this Agreement and any applicable SSTs, the provisions of the SSTs shall prevail. 

12.3 Variation

SecureWeb3 may vary or update the terms of this Agreement by providing Company with not less than seven (7) days advance written notice provided that in such instance Company shall be entitled to cancel its account and SecureWeb3 shall be liable to refund any paid but unutilized portion of the Subscription Fees paid by Company. 

12.4 Waiver

A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

12.5 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.

12.6 Severance

If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of this Agreement. 

12.7 Entire Agreement

12.7.1 This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

12.7.2 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.

12.7.3 Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.

12.8 Assignment

Company shall not, without the prior written consent of SecureWeb3, assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under this Agreement.

12.9 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).

12.10 Third party rights

This Agreement does not give rise to any rights under the Contracts (Rights of Third parties) Act 1999 to enforce any term of this Agreement.

12.11 Notices

Any notice or other communication to be given under this Agreement must be in writing and sent by registered post or email. The registered address or email for the delivery of any notice under this Agreement shall: 

12.11.1 for SecureWeb3, if sent by registered mail, be sent to: Unit 22, The Town Hall, Hebden Bridge, West Yorkshire, United Kingdom, HX7 7BY, or if sent by email, be sent to: [email protected] for Company, using the contact details provided when registering an Account. 

12.12 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 interpreted in accordance with the laws of England and Wales.

12.13 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).

13. Definitions

13.1.1 Unless the context otherwise requires or a specific term is defined within the body of this Agreement, all defined terms shall be given the meaning prescribed as follows: 

Authorised User means those employees, agents and independent contractors of the Company who are authorised by the Company to access the Platform and receive the Services as further described in 2.2;

Business Day means a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business;

Confidential Information shall have the meaning prescribed in clause 8.1.1;

Company Asset means any trademark, copyright, design right, industrial design or domain name uploaded to the Platform by Company and for which the Services are performed on;

Company Data means any data inputted by Company, its Authorised Users, or SecureWeb3 on the Company’s behalf, for the purpose of registering an Account or using the Services or facilitating the Company’s use of the Services;

Documentation means any document, instruction manual or guide made available to Company by SecureWeb3 in relation to the Platform or Services and sets out a description or user instructions;

Heightened Cybersecurity Requirements means any laws, regulations, codes, international and national standards, industry schemes and sanctions, which are applicable to either the Company or an Authorised User relating to security of network and information systems and security breach and incident reporting requirements, which may include the cybersecurity Directive ((EU) 2016/1148), Commission Implementing Regulation ((EU) 2018/151), the Network and Information systems Regulations 2018 (SI 506/2018), all as amended or updated from time to time;

Initial Subscription Term means the initial term of a Subscription as identified and communicated through the SecureWeb3 product and services pages or advertising; 

Platform means the proprietary brand monitoring and protection platform owned by SecureWeb3 and for which the Subscription relates;

Platform Output means any results, output, derivatives, statistics or other information derived through use of the Platform’s monitoring functionalities;

Product Pages means all relevant webpages housed at that include detailed information about the Subscriptions, Platform and Subscription Fees;

Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.   

Services means any services, features or benefits to be derived through use of the Platform or otherwise provided by SecureWeb3 to Company, including, without limitation, the Documentation and Platform Output; from time to time, as more particularly described in the Documentation.

Software means the underlying technology, applications, source code, scripts and components of the Platform provided by SecureWeb3 as part of the Services;

Subscription means the subscriptions purchased by the Company which entitle Authorised Users to access the Platform and use the Services in accordance with this Agreement;

Subscription Commencement Date means the date in which Company’s paid Subscription commences and Company pays the Subscription Fee;

Subscription Renewal Term means any renewal of a Subscription subsequent to the Initial Subscription Term;

Subscription Fee means the fees payable by the Company to SecureWeb3 for the Subscription and use of the Platform and Services;

Subscription Term means the Initial Subscription Term and, if applicable, any Subscription Renewal Term; 

Virus means 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.

Vulnerability means any weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.