TERMS & CONDITIONS

Subscription Terms of Service

(Last updated May 15, 2017)

This website (the “Site”) is provided to you by Trokt Negotiation Management (UK) Limited., (“Trokt”). This Subscription Terms of Service (the “Subscription Terms”) is a contract between you and Trokt, and applies to your use of or subscription to (“Subscription”) the Trokt Software Platform, a cloud based software program designed to assist and support in any negotiation management process, including associated documentation, forms, procedures, electronic data, processing methods and other proprietary techniques, through access to the Site (collectively the “Services”). BY ACCESSING THIS WEBSITE AND USING THE SERVICES, YOU AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS BELOW. You agree that Trokt may change the Subscription Terms at any time by posting revised Subscription Terms at http://www.trokt.uk and indicating the date of the last revision.

Trokt may, but is not obligated to, provide you with other forms of notice of such changes. However, you waive any right to specific notice of such changes, and your continued use of Services following the posting of the changes or other notification constitutes your acceptance of such changes or modifications. If you do not agree to the amended terms, you must cancel your Subscription and stop using the Services. Additional operating guidelines may be posted from time to time on the Site (“collectively, “Guidelines”) and also apply to use of the Services, and you agree to use the Services in accordance with the Guidelines.

1. Use of the Services. You agree that logging into the Trokt platform, through any portal that accesses the proprietary processes that define the value of the Trokt platform, means that you have a Subscription for the Trokt Software Platform and makes you a user of the Trokt Services. You agree that you are personally bound to the same requirements of any other user with a Subscription even if you are logging into the Trokt Software Platform with login credentials created by another user. As a user of the Trokt Software Platform, you agree to not copy, reverse engineer, or innovate from the Trokt Software Platform, in part or in whole, such that any resulting modification, invention, or adaptation will reduce the commercial value of the Trokt Software Platform due to your familiarity with the product through your experience as a user or accessing the platform using a Subscription. Additionally, you agree that:

(a) You will provide (i) accurate, current and complete information as may be prompted by any subscription forms when you subscribe to the Services (“Subscription Data”); (ii) maintain and promptly update the Subscription Data, and other account-related information you provide to Trokt, to keep it accurate, current and complete; and (iii) accept all risks of unauthorized access to the Subscription Data and other information you provide to Meidh through your use of the Services. By submitting material or data to us, you are representing that such material does not violate or infringe any rights of any third party, including, but not limited to, copyright, trademark and other proprietary rights. If any third-party content is included in any materials that you submit, you must obtain permission from the content owner and attribute such content to the owner.

(b) If you have not already created an account with Trokt, when you purchase a Subscription you will be asked to create an account and choose a password. You are entirely responsible for maintaining the confidentiality of your password, and you agree to maintain the security of your password. You agree not to use the account, username, or password of another user of the Site at any time, and agree to notify Trokt immediately if you suspect any unauthorized use of your account or access to your password. You are solely responsible for any and all use of your account.

(c) To ensure Trokt can provide high-quality services that are responsive to your needs, you understand that Trokt representatives or other parties will have access to your account and usage information and may review and use such account and usage information as it determines appropriate in its sole discretion, including without limitation as reasonably needed to investigate complaints, to provide the Services to you, or for such other purposes as contemplated in Trokt’s Privacy Policy (located at http://www.trokt.uk

2. Data Submissions. The Services will allow you to submit certain information, data and materials to Trokt as part of your use of the Services (“Submissions”). Under these Subscription Terms, you agree that you will not post, place or transmit any of the following material using the Services and that your Submissions will not include any of the following material:

(a) any material that violates any European Union law rule or regulation, including without limitation, any industry or trade group rules or regulations;

(b) any material that is false or may mislead or confuse users of the Site or Services;

(c) any material that is threatening, defamatory, abusive, obscene, pornographic, or otherwise inappropriate,

(d) any material that could infringe rights of privacy, publicity, copyrights or other intellectual property rights without the permission of the owner of these rights and the persons (or their parents or legal guardians, where applicable) who are shown in the material, if applicable; or

(e) any material that promotes bigotry, racism, hatred or harm against any individual or group or that otherwise violates any of the Guidelines.

When you provide Submissions via our Services, you grant Trokt a royalty-free, perpetual, irrevocable, and fully sublicensable license to publish, reproduce, distribute, display, adapt, modify and otherwise use your Submissions in connection with our Services; provided, however, that the manner of compilation and output, including, without limitation, any reports generated by the Services, using your Submissions is owned by Trokt. We will not pay you or otherwise compensate you for content you provide to us.

3. Subscriptions. Subscriptions to the Services, including the term and fees, which includes access to the Site, are set forth in a separate agreement (PRODUCT DESCRIPTION) between Trokt, its affiliates or agents and you. Please refer to that agreement for the terms of your Subscription.

4. Representations and Warranties. You hereby represent, warrant and covenant to Trokt that:

(a) you have the full right, power and authority to enter into this agreement;

(b) you will comply with all applicable European Union laws, ordinances, regulations and orders with respect to Submissions;

(c) your Submissions will not violate any obligations you have to third parties or infringe upon or violate the rights of any third party and will otherwise comply with Section 2 above; and

(d) all information provided by you in connection with the Services will be true and correct.

5. Intellectual Property, Licenses and Removal of Submissions. The Site (including all text, data, information, photographs, graphics, video and audio content contained on our site) is protected by European Union and international intellectual property laws, including copyright as a collective work or compilation under the copyright laws, and we (subject to the rights of our licensors and licensees under applicable agreements, understandings and arrangements) have all rights therein. All materials in the Site and Services, including Trokt’s branding, trade dress, trade names, logos, design, text, search results, graphics, images, pictures, page headers, custom graphics, icons, scripts, sound files and other files, and the selection and arrangement and compilation of information thereof, including reports generated by the Services (collectively “Materials”), are proprietary property of Trokt, its suppliers, its licensors, or its users, and are protected by European Union Law and international intellectual property laws, including copyright and trademark laws. Our Materials cannot be copied, imitated, or used, in whole or in part, without our prior written permission.

Subject to these Subscription Terms and any other Guidelines, we grant you a limited, non-sublicensable right to access this Site, use our Services, and print the Materials for the use set forth in your Subscription. This license does not allow you to copy or sell our Services or Materials; scrape or mine our Site, Services, or Materials; or frame any part of our Site or Services. Except for the limited license granted to you, you are not conveyed any other right or license in any way. Any unauthorized use of our Site or Services, and any use that exceeds the license granted to you, will terminate the permission or license granted by these Subscription Terms.

Trokt is not responsible for, and has no obligation to review, edit or comment on, the content of Submissions provided by Trokt users. However, Trokt reserves the right in its discretion to (i) delete, disable access to, move or edit Submissions in its sole discretion for any reason or no reason, or (ii) take any other action that Trokt deems necessary relating to use or misuse of the Services, including without limitation, modifying Submissions or terminating your Subscription and/or rights to use the Services.

6. Cancellation or Termination of Your Subscription or Services: Discontinuation of Site. Your subscription to the Services, including your access to the Site, automatically terminates upon cancellation or expiration of your Subscription. In addition, if you violate any of these Subscription Terms, Trokt may, in addition to any other rights and remedies it may have, immediately terminate your Subscription to the Services without any notice or other action by Trokt. In the event of such termination, no amounts that you may have prepaid for use of the services will be refunded. In addition, we reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Site (or any part thereof) with or without notice. You agree that Trokt shall not be liable to you or any third party for any such modification, suspension or discontinuance of our site.

7. Privacy Policy. Upon your Subscription to the Services, you need to provide information, which may include personal information, such as your name, email address, and mailing address. Such information will be subject to Trokt’s Privacy Policy (located at http://www.trokt.uk)

8. Indemnification. You will indemnify, defend and hold harmless Trokt, its officers, directors, employees, agents, licensors, affiliates, suppliers and any third-party information providers to the Services from and against all claims, liabilities, losses, expenses, damages and costs, including reasonable legal fees, resulting from (i) any violation of these Subscription Terms, including, without limitation, a breach of your representations and warranties, (ii) any activity related to access to or use of the Services by you or any person accessing the Services through you and/or (iii) any Submission you provide, including without limitation any claim that a Submission infringes or violates a third party’s intellectual property, privacy, confidentiality or other rights.

9. Disclaimer of Warranties. YOU AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE SERVICES, IS AT YOUR SOLE RISK. TROKT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, AND CONTENT ACCESSIBLE THROUGH THE SERVICES OR ON THE SITE. MEIDH DOES NOT REPRESENT OR WARRANT THAT MATERIALS ON THE SITE OR ACCESSIBLE THROUGH THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE. MEIDH IS NOT RESPONSIBLE FOR TYPOGRAPHICAL ERRORS OR OMISSIONS. YOU ALSO AGREE THAT IF YOU RELY ON ANY DATA OR INFORMATION OBTAINED THROUGH OUR SITES, YOU DO SO AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF ANY MATERIAL AND/OR DATA.

10. Limitation Of Liability. IN NO EVENT SHALL TROKT, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AFFILIATES, SUUPPLIERS, ADVERTISERS, OR DATA PROVIDERS BE LIABLE TO YOU OR ANYONE ELSE FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE, THE SUBMISSIONS OR THE SERVICES. YOU AGREE THAT THE LIABILITY OF MEIDH, ITS AFFILIATES, AGENTS AND LICENSORS, IF ANY, ARISING OUT OF ANY KIND OF LEGAL CLAIM IN ANY WAY CONNECTED TO THE SITE WILL NOT EXCEED THE AMOUNT YOU PAID TO US TO USE THE SITE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH STATES, THE LIABILITY OF MEIDH, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, AFFILIATES, SUUPPLIERS, ADVERTISERS, OR DATA PROVIDERS IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.

11. Choice Of Law. This Site is controlled and operated by Trokt from the UNITED KINGDOM. Those who choose to access our Site from other locations do so on their own initiative and are responsible for compliance with applicable laws.  These Subscription Terms shall be governed by the laws of England and Wales. By using this Site, you consent to the exclusive jurisdiction of the laws of England and Wales in all disputes arising out of or relating to this agreement or use of the Site.

12. Miscellaneous. Trokt’s failure to exercise or enforce any right or provision of these Subscription Terms will not be deemed to be a waiver of such right or provision. If any provision of these Subscription Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of these Subscription Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services must be filed within one (1) year after such claim or cause of action arose or be forever barred. These Subscription Terms constitutes the entire understanding between the parties as to the subject matter hereof, and supersedes all prior agreements and understandings relating to such subject matter.