Terms and Conditions
JigsawBox Terms and Conditions of Use
This document sets out the terms and conditions on which JigsawBox Limited with registered office Rose Farm, Windlesham Road, Chobham, Woking, GU24 8SY (we or us) is willing to license you to use our JigsawBox software application as described on this website (www.JigsawBox.com). By registering for the use of JigsawBox, you are agreeing to be bound by these terms and conditions of use.
2.1 In consideration of the payment paid from you to us as set out in clause 3 below, we grant to you a personal, non-exclusive licence to use JigsawBox for the period covered by your payment of the licence fee (as set out in clause 3 below), commencing on, and including, the date on which you accept the terms and conditions of this licence by registering for JigsawBox.
2.2 In relation to scope of use:
(a) for the purposes of clause 2.1, use of JigsawBox shall be restricted to use of JigsawBox in object code form for the purpose of processing your data for your normal business purposes (which shall not include allowing the use of JigsawBox by, or for the benefit of, any person other than your employees).
(b) you may not use JigsawBox other than as specified in clause 2.2(a) without our prior written consent and you acknowledge that additional fees may be payable on any change of use approved by us.
(c) you may not make any copies or back-up copies of JigsawBox and shall ensure that none of your employees do so.
(e) For the avoidance of doubt, the provisions of clauses 2.2(c) and (d) do not apply to content created by you whilst using JigsawBox
(d) you have no right (and shall not permit any employee or third party) to copy, adapt, reverse engineer, decompile, disassemble, modify, adapt, distribute, transmit, publish or make error corrections to JigsawBox in whole or in part.
(e) For the avoidance of doubt, the provisions of clauses 2.2(c) and (d) do not apply to content created by you whilst using JigsawBox.
2.3 In relation to assignment and sub-licensing:
(a) you have no right to sub-license or to assign the benefit or burden of this licence in whole or in part, or to allow JigsawBox to become the subject of any charge, lien or encumbrance without our prior written consent.
(b) we may sub-license, assign, charge or otherwise transfer any of our rights or obligations under this licence, provided we give written notice to you of any sub-licence, assignment, charge or other transfer.
2.4 You shall permit us to inspect and have access to any premises, and to the computer equipment located there, at or on which JigsawBox is being kept or used, and any records kept pursuant to this licence, for the purposes of ensuring that you are complying with the terms of this licence, provided that we provide reasonable advance notice to you of such inspections, which shall take place at reasonable times.
3. FREE TRIAL AND PAYMENT
3.1 Upon registration to use JigsawBox, you shall be under no obligation to make any payment to us until the expiry of 14 days from the date of your registration. On the date falling 14 days after your date of registration ("Payment Date"), we shall (automatically and without further notice to you) take the monthly charge specified on our website for use of JigsawBox from you by the method of payment that you inputted upon registration ("Monthly Payment"). Should you wish to terminate this licence prior to such charge being taken, you should notify us in writing by email at firstname.lastname@example.org or follow instructions at http://www.jigsawbox.com/webinar/jigsawbox-cancelation at least one business day prior to the Payment Date, whereupon receipt by us of such notice this licence shall automatically terminate.
3.2 On receipt by us of the Monthly Payment, this licence shall be extended until the date falling one calendar month after the date on which the Monthly Payment was taken ("Renewal Date"). Unless we have received prior notice of termination of this licence by you, we shall on the Renewal Date (automatically and without further notice to you) take a further Monthly Payment from you and your licence to use JigsawBox shall continue for a further calendar month. We shall continue to take Monthly Payments from you (automatically and without further notice to you) on the date of expiry of each monthly period unless and until we receive written notice of your termination of this licence.
3.3 When you upgrade to our Annual subscription you will be charged immediately. There are no refunds/part refunds with this offer. You will be charged annually every year unless we receive instruction by you to cancel your subscription.If you cancel your subscription part way through the year, your account will be cancelled from the next bill date and you will continue to have access to your account up until this date. For example, if you purchase the Annual Subscription on April 15th 2013, and cancel on September 1st 2013, you will continue to have access until April 15th 2014 (upon which date your account will be cancelled).
If you are upgrading to the Annual Subscription from a Monthly subscription, we will take the days left from your monthly subscription, and add it to your annual subscription (in lieu of a monetary refund).
For example, if you paid for your monthly subscription on April 1st 2013, then decided to upgrade to the annual subscription on April 15th 2013, you would have 15 days left of your monthly subscription. We would add this to your annual subscription, so that your next annual bill date would be May 1st 2014.
3.4 We may from time to time and at our complete discretion agree to take a reduced Monthly Payment from you for the licence of JigsawBox. If we agree to provide you with JigsawBox at an amount that is a percentage lower than the full Monthly Payment, then unless otherwise specified by us in writing, the percentage payable for any one month shall relate to the full Monthly Payment for that same month as may be varied from time to time. By way of example if we agree to provide you with a licence at an amount 10% less than the standard Monthly Payment, if the Monthly Payment in month 1 is $50, you will pay $45 and if the Monthly Payment in month 5 is $60, you will pay $54 in month 5.
3.5 If for any reason we are unable to take the Monthly Charge in circumstances where you have not previously terminated this licence in accordance with these terms and conditions, we shall be entitled (but not obliged) to charge you interest on the overdue amount, payable by you forthwith on demand, from the due date up to the date of actual payment, after as well as before judgment, at the rate of 4% per annum above the base rate for the time being of Barclays Bank Plc. Such interest shall accrue on a daily basis and be compounded quarterly. We reserve the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
3.6 If we have attempted and failed to take payment on 3 occasions (which need not be consecutive) your licence to use JigsawBox shall be suspended with immediate effect and without notice until such time as the outstanding payment is received. During the period of such suspension, you shall not be allowed access to JigsawBox.
3.7 On receipt by us of the Annual Payment, this licence shall be extended until the date falling one calendar year after the date on which the Annual Payment was taken ("Renewal Date"). Unless we have received prior notice of termination of this licence by you, we shall on the Renewal Date (automatically and without further notice to you) take a further Annual Payment from you and your licence to use JigsawBox shall continue for a further calendar year. We shall continue to take Annual Payments from you (automatically and without further notice to you) on the date of expiry of each annual period unless and until we receive written notice of your termination of this licence.
ACCEPTABLE USE POLICY
4.1 You may use JigsawBox only for lawful purposes. You may not use JigsawBox or create or modify any content on JigsawBox:
(a) in any way that breaches any applicable local, national or international law or regulation;
(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
(c) for the purpose of harming or attempting to harm minors in any way;
(d) to send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards in clause 4.2 below;
(e) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam); or
(f) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware. 4.2 The following content standards apply to any and all material which you create or modify (where the original content was created by you) on JigsawBox ("Contributions"):
(a) Contributions must be accurate (where they state facts), be genuinely held (where they state opinions) and comply with applicable law in the UK and in any country from which they are posted.
(b) Contributions must not:
(i) contain any material which is defamatory of any person;
(ii) contain any material which is obscene, offensive, hateful or inflammatory;
(iii) promote sexually explicit material;
(iv) promote violence;
(v) promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
(vi) infringe any copyright, database right or trade mark of any other person;
(vii) be likely to deceive any person;
(viii) be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
(ix) promote any illegal activity;
(x) be threatening, abuse or invade another's privacy, or cause annoyance, inconvenience or needless anxiety;
(xi) be likely to harass, upset, embarrass, alarm or annoy any other person;
(xii) be used to impersonate any person, or to misrepresent your identity or affiliation with any person;
(xiii) give the impression that they emanate from us, if this is not the case; or
(xiv) advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
4.3 You agree to indemnify us against all claims, damages, losses, costs or expenses (including reasonable professional fees) and any other liability which arises from your breach of this clause 4 and for your breach of any other clause of these terms and conditions.
5.1 The content that you create on JigsawBox is held on secure third party servers with a copy of all material on such server being backed up once a week onto a separate server at a different location to the main server. We have taken reasonable precautions to ensure that we are using a third party server that is secure but we cannot guarantee complete security and we accept no liability for any loss, destruction or misuse of your Contributions or liability for any other matter (including without limitation periods of any downtime or inaccessibility of JigsawBox) that is directly or indirectly caused by our third party server supplier.
5.2 You are responsible for the security of your password and other account information and we shall not in any circumstances be liable for any unauthorized use of your account. You must notify us immediately if you become aware of any unauthorized use of your account and you shall indemnify us against all claims, damages, losses, costs or expenses (including reasonable professional fees) and any other liability which arises from any unauthorized use of JigsawBox through your account.
6. LIMITS OF LIABILITY
6.1 We do not warrant that the use of JigsawBox will be uninterrupted or error-free.
6.2 You accept responsibility for the selection of JigsawBox to achieve its intended results.
6.3 We shall have no liability in any circumstances for any agreement, arrangement or relationship you have with a client notwithstanding the fact that you may use JigsawBox in the course of your coaching agreement, arrangement or relationship with such client.
6.4 All other conditions, warranties or other terms which might have effect between us or be implied or incorporated into this licence or any collateral contract, whether by statute, common law or otherwise, are hereby excluded, including, without limitation, the implied conditions, warranties or other terms as to satisfactory quality, fitness for purpose or the use of reasonable skill and care.
6.5 Except as expressly stated in clause 6.6:
(a) our total liability, whether under this licence or any collateral contract, for loss of or damage to your tangible property caused by the negligence of us, our officers, employees, contractors or agents, shall not exceed the aggregate sum paid by you to us for the use of JigsawBox during the previous 6 month period;
(b) we shall have no liability for any losses or damages which may be suffered by you (or any person claiming under or through you), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
(i) special damage even though we were aware of the circumstances in which such special damage could arise;
(ii) loss of profits;
(iii) loss of anticipated savings;
(iv) loss of business opportunity;
(v) loss of goodwill;
(vi) loss of data;
(c) our total liability, whether in contract, tort (including negligence) or otherwise and whether in connection with this licence or any collateral contract, shall in no circumstances exceed a sum equal to the amount you have paid for the use of JigsawBox during the previous 6 month period; and
(d) you agree that, in entering into this licence, you did not rely on any representations (whether written or oral) of any kind or of any person other that those expressly set out in this licence and that you shall have no remedy in respect of such representations and (in either case) we shall have no liability otherwise than pursuant to the express terms of this licence.
6.6 The exclusions in clause 6.5 shall apply to the fullest extent permissible at law, but we do not exclude liability for death or personal injury caused by our negligence, fraud or fraudulent misrepresentation or for any other liability which may not be excluded by law.
7. INTELLECTUAL PROPERTY RIGHTS
7.1 You acknowledge that all Intellectual Property Rights in JigsawBox belong to us, and you shall have no rights in or to JigsawBox other than the right to use it in accordance with the terms of this licence.
7.2 If you do not use JigsawBox in accordance with the terms of this agreement and as a direct result of this a third party brings a claim against us claiming that we are infringing their Intellectual Property Rights, you shall be responsible for any reasonable losses, damages, costs (including legal fees) and expenses incurred by or awarded against us as a result of or in connection with any such infringement claim.
7.3 If a third party brings a claim against you claiming that you are infringing their Intellectual Property Rights by your use of JigsawBox, you must:
(a) notifying us in writing, as soon as reasonably practicable, of any such claim;
(b) not make any admission as to liability or compromise or agreeing to any settlement of any such claim without our prior written consent;
(c) give us the conduct of or the right to settle all negotiations and litigation arising from any such claim; and
(d) give us all reasonable assistance in connection with those negotiations and such litigation.
7.4 The Intellectual Property Rights in any Contributions made by you shall be owned by you but you shall, upon creation of such Contribution, grant us a worldwide, royalty free, assignable, perpetual, non-exclusive licence to use such Contributions for such purposes as storing this on our servers (or those of a third party supplier), moving such Contributions when necessary, verifying that such Contributions are not in breach of the terms of this licence and/or our acceptable use policy and any other purpose that we reasonably feel will enhance your use of JigsawBox.
8.1 During the trial period, should you wish to terminate this licence prior to such charge being taken, you should notify us in writing by email at email@example.com or follow instructions at http://www.jigsawbox.com/webinar/jigsawbox-cancelation at least one business day prior to the Payment Date, whereupon receipt by us of such notice this licence shall automatically terminate.
8.2 Following the trial, should you wish to terminate this licence at any time, you should notify us in writing by email at firstname.lastname@example.org or follow instructions at http://www.jigsawbox.com/webinar/jigsawbox-cancelation at least one business day prior to the Payment Date, whereupon receipt by us of such notice this licence shall automatically terminate.
8.3 Either of us may terminate this licence at any time on written notice to the other if the other:
(a) is in material or persistent breach of any of the terms of this licence and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
(b) is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
8.4 Without prejudice to clause 8.3, either of us may terminate this licence at any time on immediate written notice for any reason. If we terminate your use of JigsawBox for a reason other than those set out in clause 8.1, we shall refund to you a pro rata amount of your subscription fee but otherwise shall not be liable to you in any way. For the avoidance of doubt, if you choose to terminate this licence for a reason other than those set out in clause 8.3 above, we shall not be liable to refund to you any part of the licence fee that has been paid by you.
8.5 Termination by either party in accordance with the rights contained in this clause 8 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.
8.6 On termination for any reason:
(a) all rights granted to you under this licence shall cease; (and for the avoidance of doubt your right to access content on JigsawBox (including your Contributions) shall cease, as shall any rights your clients have to access any content on JigsawBox);
(b) you shall cease all activities authorised by this licence; and
(c) you shall immediately pay to us any sums due to us under this licence.
We shall not be liable for any delay or non-performance of our obligations under this licence arising from any cause beyond our control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion.
10.1 You shall, during the term of this licence and thereafter, keep confidential all (and shall not without our prior written consent disclose to any third party) any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to you from us, unless such information is public knowledge or subsequently becomes public knowledge other than by breach of this licence.
10.2 The provisions of this clause shall remain in full force and effect notwithstanding termination of this licence for any reason.
No forbearance or delay by either of us in enforcing our rights shall prejudice or restrict our rights, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
If any provision of this licence is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
We may amend the terms and conditions of this licence at any time by posting revised terms and conditions on our website. Subject to this, any amendment, waiver or variation of this licence shall not be binding unless set out in writing, expressed to amend this licence and signed by or on behalf of each of us.
THIRD PARTY RIGHTS
No term of this licence is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this licence.
This licence, contains the whole agreement between us relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between us relating to that subject matter.
GOVERNING LAW AND JURISDICTION
This licence agreement, its subject matter or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law and submitted to the non-exclusive jurisdiction of the English courts.