May 2021
These terms and conditions, together with any documents referred to herein (the "Terms") apply between Stotle Ltd. (registered number: 10912358) a company whose registered office is at 34-35 Hatton Garden, London EC1N 8DX ("Stotles") and yourself (the “Customer”) in respect of the provision by Stotles of the Services (as defined below) to the Customer.
1.1. Stotles operates the website https://www.stotles.com (the "Stotles Website"). A Customer may offer to purchase specific Services (as defined below) by contacting team@stotles.com. Stotles shall confirm and accept such an offer by sending a Master Service Agreement Order Form to the Customer representing the terms of the contract (the "Agreement").
1.2. Stotles has developed certain consulting and web based services (the "Services") which include, without limitation: (a) certain data and software services; (b) the Stotles Website, user interface and documentation as well as any programming fixes, modifications, enhancements, improvements, updates, additions, derivative works and related material; (c) data, that includes without limitation third party data, which is made available via the Stotles Website (the "Data"); and (d) the ability for the Customer to download PDF and/or CSV images available from the Stotles Website (the "Documents") and (e) advisory services.
1.5. By purchasing the Services, you acknowledge and agree to be bound by the Agreement. If you do not agree to the Agreement you must not use or access the Services.
2.1. Stotles hereby grants to the Customer, for the duration of any period as set in the Agreement (the "Subscription Term") a limited, non-exclusive, revocable, non-sublicensable and non-transferable right to access and use the Services for internal business use only, subject to the Agreement. All rights not expressly granted to the Customer under the Agreement are reserved by Stotles (and/or its licensors).
2.2. The Customer's Stotles account is solely for their own use and login details/ licenses must not be shared, disclosed or used by any other party outside of their organisation. The sharing or disclosure of login details will be deemed by Stotles to constitute a material breach of the terms of this Agreement.
2.3. The Customer shall be responsible for installing any software and/or hardware and making any other arrangements required to use the Services.
2.4. The Customer agrees that the Services (and all related trademarks and service marks (whether registered or unregistered) are the sole property of Stotles and the Data is the sole property of Stotles or, where appropriate, its licensor and that it will not (without express written consent from Stotles): (i) create derivative works based on the Services except to the extent such derivative works are an essential technical function of the Customer's use of the Services; (ii) reproduce the Services, sell or assign, license or disclose or otherwise transfer or make available the Services in any form to any third party; (iii) remove or alter any proprietary notices or marks on the Services; or (iv) copy, modify, reuse, disassemble, decompile, reverse compile, reverse engineer, frame, mirror or otherwise translate the Services or any portion thereof except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
2.5. The Customer shall not under any circumstances: (i) use information from the Services to build a database for resale or for access by a third party in competition with Stotles; (ii) authorise or, by failure to exercise commercially reasonable efforts to protect information from the Services in its possession, permit such information to be made available in any way to a third party that resells data in competition with Stotles.
2.6. Stotles (or its relevant licensors) shall own all right, title and interest, including but not limited to all intellectual property rights, in and to the Services. The Agreement is not a sale agreement and does not convey to the Customer any rights of ownership in or related to the Services. Stotles reserves the right to, at any time without prior notice, make modifications to the design, operational methods, specifications, systems, and other functions of the Services.
2.7. The Customer shall have sole responsibility for and hereby warrants to Stotles the accuracy, quality, integrity, legality, non-infringement of any third party intellectual property rights, reliability and appropriateness of all data which is uploaded to or entered into the Services by the Customer or on its behalf (the "User Content") and Stotles shall have no liability whatsoever for such User Content.
2.8. Save as specified in the Agreement, all intellectual property rights in the User Content will remain vested in the Customer (or its relevant licensors). The Customer hereby grants to Stotles a perpetual, royalty free, non-exclusive, non-transferable licence to use, store, modify and copy the User Content in order to perform the Agreement and (anonymised as may be appropriate) to generate statistics and make such statistics available to third parties. The Customer hereby warrant to Stotles that it has the full requisite power and authority to grant Stotles such usage rights in the User Content and that there are no additional consents or approvals required for granting such usage rights.
3.1. If relevant, the Agreement will specify the Customer's allocated quota of downloads, (the "Customer Quota"), if applicable. If no quota is noted in the Agreement, there are no limitations on downloads.
3.2. Each download within the Customer Quota shall be deemed non-exchangeable and non-refundable.
3.3. Upon the expiration of the Subscription Term, any unused Customer Quota will lapse.