TERMS OF SERVICE
This Terms of Service agreement (the “Agreement”) is made between ONLINE MONITORING LIMITED, incorporated and registered in England and Wales under company number 16144945 with its registered office at The McLaren Building, 46 The Priory Queensway, Birmingham, B4 7LR (the “Supplier”), and the user of the Supplier’s services (the “Customer”). Each of the Supplier and the Customer is a “party” and collectively they are the “parties.”
By clicking to accept the Agreement on the Supplier’s website (the “Website”), the Customer agrees to be bound by the terms of this Agreement from the date of acceptance (the “Commencement Date”). If the Customer does not accept these terms, they are not permitted to use the Services (as defined below).
AGREED TERMS
1. INTERPRETATION
Full definitions and interpretations are provided in Clause 1 of the Agreement, including definitions for key terms such as “Applicable Laws,” “Services,” “Subscription Term,” “Customer Data,” and “Software.”
2. USER SUBSCRIPTION
The Supplier grants the Customer a non-exclusive, non-transferable right to use the Services and Documentation for the duration of the Subscription Term for internal business operations only. Restrictions apply, including prohibitions on introducing Viruses, reverse engineering, and sublicensing. The Customer must keep login credentials confidential.
3. SERVICES
The Supplier shall provide access to the Software and associated support services (for Plus Subscribers) as described in the Documentation. Availability may vary due to maintenance.
4. THIRD PARTY PROVIDERS
Use of third-party websites or services accessed through the Supplier’s Services is at the Customer’s own risk. The Supplier assumes no responsibility for third-party content or transactions.
5. CUSTOMER DATA
Customer retains ownership of Customer Data. Both parties agree to comply with applicable data protection laws. Details of processing Customer Personal Data are outlined in Schedule 1. The Supplier acts as a processor and will take necessary steps to safeguard Customer Personal Data.
6. SUPPLIER’S OBLIGATIONS
The Supplier will use reasonable care to ensure Services operate as described. However, the Supplier does not guarantee uninterrupted service or that the Services are error-free.
7. CUSTOMER’S OBLIGATIONS
The Customer must provide required cooperation and data, comply with applicable laws, and maintain systems compatible with the Services. Customer responsibilities under the Picster Image Contributor Agreements are separate and not governed by this Agreement.
8. FEES
Standard Subscriptions are free. Plus Subscriptions require payment as described on the Website. Failure to pay may result in suspension of services. All fees are payable in GBP and are non-refundable (subject to specific exceptions).
9. PROPRIETARY RIGHTS
All intellectual property in the Services and Documentation belongs to the Supplier. The Customer grants the Supplier a limited right to use its branding on the Website.
10. CONFIDENTIALITY
Each party agrees to keep the other’s Confidential Information private, with exceptions provided for legal disclosures. Customer Data is considered Confidential Information.
11. INDEMNITY
The Supplier will indemnify the Customer against third-party intellectual property claims arising from the Customer’s permitted use of the Services, subject to conditions.
12. LIMITATION OF LIABILITY
The Supplier is not liable for indirect or consequential losses. Liability is limited to £100 for Standard Subscriptions and to the total fees paid in the previous 12 months for Plus Subscriptions.
13. TERM AND TERMINATION
The Agreement begins on the Commencement Date. Plus Subscriptions automatically renew unless notice is given. Either party may terminate under specific conditions, including non-payment or breach.
14. FORCE MAJEURE
The Supplier is not liable for delays or failures caused by events beyond its reasonable control.
15. VARIATION
Amendments must be in writing and signed by both parties.
16. WAIVER
No failure to enforce any provision constitutes a waiver of rights.
17. RIGHTS AND REMEDIES
Remedies under this Agreement are in addition to those provided by law.
18. SEVERANCE
Invalid provisions will be deemed deleted without affecting the rest of the Agreement.
19. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the parties, excluding separate Picster Image Contributor Agreements.
20. ASSIGNMENT
Neither party may transfer their rights without written consent, except the Supplier may do so under specific conditions.
21. NO PARTNERSHIP OR AGENCY
This Agreement does not create a partnership or agency relationship.
22. THIRD PARTY RIGHTS
No third party may enforce any term of this Agreement.
23. NOTICES
Notices must be in writing and delivered by hand, post, or email as specified.
24. GOVERNING LAW
The Agreement is governed by English law.
25. JURISDICTION
The courts of England and Wales have exclusive jurisdiction over any disputes.
Schedule 1: Processing, Personal Data, and Data Subjects
Scope and Purpose: To provide the Services to the Customer.
Nature: Storage and transfer of personal data.
Duration: For the Subscription Term and as required by law thereafter.
Types of Personal Data: Any data uploaded to the Website, including names and identifiable individuals in photographs.
Categories of Data Subjects: The Customer and individuals identifiable in the uploaded data.
This Agreement becomes effective on the Commencement Date.