1.1 These Terms and Conditions together with the Subscription Agreement form the agreement between the parties (the “Agreement”). In the Agreement, words and phrases have the meaning given to them in the Subscription Agreement and this Clause.
1.2 “Access Method” means a method of electronic access to the rewired.solutions website as specified in the Subscription Agreement.
1.3 “Rewired Solutions Site” means http://www.rewired.solutions or its affiliates (including rewired.solutions or the equivalent application on mobile devices).
1.4 “Content” means rewired.solutions content provided or made available by Rewired Solutions to the Client under this agreement by the rewired.solutions website or Rewired Solutions personnel only in any form and media, including without limitation any literary work (text, tables and computations) and artistic work (including graphic works such as drawings, diagrams, maps, charts, plans, videos and photographs) or other means of communication.
1.6 “Subscription Agreement” refers to any agreement between Rewired Solutions and the Client.
1.8 “User Data” means any data identifying a user.
1.9 “IPRs” means all present and future copyright, moral rights, database rights, trademark rights, trade secrets and all related rights and neighboring rights and any other intellectual property rights of whatsoever nature throughout the world whether or not registered or capable of registration including all renewals and/or extensions thereof.
2. REWIRED SOLUTIONS SITE
2.1 Rewired Solutions shall provide Clients with access to the Rewired Solutions Site via the Access Method.
2.2 The Client (including Employers and other users) shall keep confidential and shall not share with any third party any “PASSWORD”, “ID” or similar code (if applicable) that it is provided to facilitate User access of the Rewired Solutions site. This Clause shall not apply to “IP” access.
2.3 The Client shall be responsible for obtaining and maintaining all terminals, telephone, computer hardware and other equipment needed for access to and use of the Rewired Solutions website and all charges related thereto. The Client acknowledges that the speed of the Rewired Solutions Site will depend upon the specification and quality of the Client’s own terminals, connection to the Internet and the extent of the Client’s use of the Internet. Accordingly, Rewired Solutions cannot guarantee the speed of access to the Content within the Rewired Solutions site.
3. USE OF CONTENT AND IPRs
3.1 Subject to the terms of this Agreement Rewired Solutions hereby grants to the Client a non-exclusive, non-transferable, non-sub-licensable license to allow the Users to: (a) use Content for internal business use, personal use and for research and current awareness purposes; and (b) use the Content in accordance with the Usage Rights.
3.2 Except as expressly permitted by this Agreement, the Client shall not copy, cut and paste email, reproduce, publish, distribute, re-distribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any Content (whether received from Rewired Solutions under this Agreement or otherwise) or use the Content for the purposes of endorsement of a business, product or service.
3.3 The Client agrees and acknowledges that
3.3.1 password access for the Rewired Solutions Site is on the basis of one password for use by one specific user or company only. Sharing of passwords is not permitted either simultaneously or on a rotational basis;
3.3.2 No Content found on the Rewired Solutions Site—unless expressly stated as permitted under the Usage Rights of this Agreement—shall be forwarded by email or by any other redistribution method within the Client organization or to unlicensed recipients outside of the Client organization and no reproduction of Content found on the Rewired Solutions Site shall be hosted on any internal or external Client websites.
3.3.3 Rewired Solutions user data may not be forwarded outside of the Client organization as part of a charged “paid for” service to other companies or persons or used for commercial gain; and
3.3.4 The User Rights apply equally to the Client’s use of the Content via the Rewired Solutions Site and Third Party Service Providers (and any other platform which Rewired Solutions expressly permits under this agreement).
3.4 The Client shall not allow anyone other than employees or other authorized personnel to access content via Third Party Service providers. The Client shall only provide authorized personnel (such as employees, authorized contractors, or interns) with access to the Rewired Solutions Site via the Access Method and shall not provide access to anyone other than authorized personnel.
3.5 Rewired Solutions reserves complete editorial freedom in the form and Content and may add to, edit, or remove Content at any time with or without notice.
3.6. Rewired Solutions reserves the right to monitor Content usage by all Clients (in terms of usage and frequency) during the term of this Agreement.
3.7 This Agreement does not constitute a sale of the Content and except wherein it is expressly provided in this Agreement no rights or licenses, expressed or implied, are hereby granted to the Client or users in respect to the Content. The Client acknowledges Rewired Solutions (or its licensees) is throughout the world the owner of all IPRs subsisting in the Content. Nothing herein contained shall be construed so as to transfer any IPRs in the Content to the Client or Rewired Solutions users.
3.8 The Client acknowledges and agrees that: (a) all use of Rewired Solutions’s are Marks hereunder insures to the benefit of Rewired Solutions, (b) Rewired Solutions’s Marks will remain exclusive property of Rewired Solutions, (c) nothing in this Agreement shall confer upon the Client any right of ownership in Rewired Solutions’ Marks, and (d) the client shall not now or in the future contest the validity of Rewired Solutions’ Marks or take any action in impairing the rights of Rewired Solutions in its Marks.
3.9 The Client must not remove, shrink or otherwise modify the copyright or any other proprietary notice or any branding or logo of Rewired Solutions (or its licensees) contained in any Content.
3.10 Any additional use of Content outside the scope of the rights granted within this Agreement shall require express permission from Rewired Solutions and may incur additional costs.
3.11 The Client shall notify Rewired Solutions if it becomes aware of any breach of this Agreement, including the Usage Rights, by the Client or any other users.
4. USER DATA (If applicable)
4.1 If access to the Rewired Solutions Site is provided via “Password Code” the Client shall provide Rewired Solutions with a list of authorized users, if necessary, to provide access to the Rewired Solutions Site. Rewired Solutions shall provide the Client with a “Password”, “ID” or similar code for the purpose of the Client or individual user accessing the Rewired Solutions Site. The Client shall keep up-to-date records of any such codes issued to employees and the names of the employees. The Client shall contact Rewired Solutions with updates to any list of users as required, including when individuals cease to be employed or engaged by the Client. This Clause shall not apply to the provision of Content via IP access.
4.3 The Client acknowledges that Rewired Solutions may provide any supplied User Data to a third party that Rewired Solutions has specifically engaged under contract, in accordance with all applicable data protection laws and regulations, for the purpose of that third party providing Rewired Solutions Site services to the User.
4.4 The Client shall provide Rewired Solutions with reasonable assistance in complying with its obligations under applicable data protection and privacy laws insofar as necessary to facilitate compliance with Rewired Solutions’s obligations under this Agreement.
5. WARRANTIES AND LIABILITY
5.1 Each party warrants and represents to the other that it has the full power and authority to enter into this Agreement.
5.2 Rewired Solutions warrants and represents to the Client that: (a) to the best of its knowledge the Content does not include any information or material which infringes the IPRs of any third party, which is defamatory, or which is unlawful; (b) it has the right to grant the license which is granted under this Agreement; and (c) it shall use reasonable care and skill in its provision of the Content to the Client under this Agreement.
5.3 The Client warrants and represents to Rewired Solutions that: (a) where it has requested the Content to be delivered via Third Party Service Providers, that it is entitled to use the Third Party Provider and has a valid subsisting agreement with the Third Party Provider for the use of that Service; (b) the number of both employees and/or individuals as stated in the Subscription Agreement is accurate as of the Start Date; (c) it is entitled to provide any User Data relating to a User that may be provided by the Client to Rewired Solutions; and (d) that it shall ensure that the Users shall only use the Content in accordance with the terms of this Agreement and shall not infringe any of Rewired Solutions’ IPRs in the Content.
5.4 Rewired Solutions agrees to fully indemnify the Client against any damages (including reasonable legal costs) which may be awarded by a court of competent jurisdiction against the Client or may be agreed to be paid to any third party. With respect to any claim that the Client’s use of the Content in accordance with the terms of this Agreement infringes the IPRs of or is defamatory of such third party (such claim a TPP) provided that: (a) the Client gives written notice to Rewired Solutions of such TPP immediately on becoming aware of it and does not at any time admit liability or otherwise attempt to settle or compromise such TPP without Rewired Solutions’ prior written consent; (b) Rewired Solutions shall have sole conduct of the defense or compromise of any TPP and as between Rewired Solutions and the Client shall have the sole right to any costs and damages awarded as a result; and (c) the Client acts in accordance with the reasonable instructions of Rewired Solutions and provides Rewired Solutions with such assistance as it shall reasonably require, at Rewired Solutions’ reasonable cost, in respect of the conduct of such defense or compromise. This indemnity shall be the Client’s sole and exclusive remedy in respect of a TPP or any breach by Rewired Solutions of the warranties provided by it in Clause 5.2 (a) or (b).
5.5 Each party warrants and represents to the other that: (a) it has and will continue to have full legal authority to control and process data and that it will only control and process data in accordance with all applicable data protection laws now existing or hereinafter enacted (and will not cause the other party to breach the same) and within accordance of the terms of this Agreement; and (b) it has in place and undertakes to maintain throughout the Term of this Agreement appropriate technical and organizational measures against the accidental, unauthorized, or unlawful processing, destruction, loss, damage or disclosure of data and that adequate security programs and procedures are implemented to ensure that unauthorized persons do not have access to any equipment used to process data.
5.6 It is hereby agreed that except as expressly set out in this Agreement and to the extent permissible by law, all warranties, conditions, representations, terms, or undertakings, expressed or implied, statutory or otherwise are hereby excluded.
5.7 Rewired Solutions shall not have any liability to the Client to the extent such liability arises as a result of a breach of this Agreement by the Client or a breach of the Usage Rights by a User.
5.8 Neither party shall have liability to the other for: (a) any indirect, incidental, special, or consequential loss or damage of any kind whatsoever or (b) by any loss of profits, loss of revenue, anticipated savings, loss of business, or loss of data, arising directly or indirectly from this Agreement whether such damages were reasonably foreseeable or actually foreseen.
5.9 Without prejudice to Rewired Solutions right to payment of Fees owing, the aggregate liability of either party arising out of or in connection with this Agreement (whether for breach of contract, negligence, or otherwise) shall be limited to direct damages which in no event shall exceed twice the aggregate amount of Fees paid or (if greater) payable by the Client to Rewired Solutions under this Agreement during the 12 month period prior to that in which the claim arose.
5.10 The Client agrees that the limitations and restrictions on liability in this Agreement are fair and reasonable.
5.11 Nothing in this Agreement shall operate to exclude or restrict either party’s liability for: (a) death or personal injury caused by its negligence; or (b) fraud or fraudulent misrepresentation; or (c) any claim under an indemnity contained within this Agreement; or (d) any misuse of Rewired Solutions’ IPRs by the Client or the Users (including use of the Content outside the scope of this Agreement); or (e) any liability which cannot be limited or excluded by law.
5.12 The Agreement does not give the Client any right against any Third Party Provider contracted through Rewired Solutions.
6.1 The Client shall pay the Fees as set out in the Subscription Agreement.
6.2 The Fee and all other charges are exclusive or value added tax (VAT) or any other sales or similar taxes which are or may be applicable. The Fee shall be paid to Rewired Solutions in full without deduction of any taxes, withholding taxes, charges and other applicable duties, which may be imposed. If the Client is required by law to make a set-off, deduction or withholding then it shall pay such additional amount to ensure that the net amount received by Rewired Solutions is equal to the amount Rewired Solutions would have been entitled to receive under this Agreement in the absence of any requirement to make such set-off, deduction or withholding. Client shall provide Rewired Solutions with a valid tax certificate evidencing such amount withheld within 30 days of such set-off, deduction or withholding.
7. TERM AND TERMINATION
7.1 The Agreement shall commence on the Start Date and, subject to the terms of this Agreement, shall remain in force for the Term specified on the Subscription Agreement. At the end of the Term this Agreement shall automatically terminate.
7.2 The Rewired Solutions subscription agreement is subject to change without notice. Existing Agreements are subject to change after the contract period expires. The subscription-pricing model is specific for one site only. Corporate accounts with multi sites may be eligible for corporate discounts.
7.3 Either party may terminate this Agreement with a 30-day written notice if: (a) the other party is in material or persistent breach of any of the terms in this Agreement or in the case of a breach capable of remedy have been notified of any such breach has failed to remedy the same within 14 days; or (b) the other party shall cease to carry on its business or shall have a liquidator, receiver, or administrative receiver appointed to it or over any part of its undertaking or assets or shall pass a resolution for its winding up or a court of competent jurisdiction shall make an administration order or liquidation order or similar order, or shall enter into any voluntary agreement with its creditors, or shall be unable to pay its debts as they fall due or any event analogous to the other occurs in any jurisdiction.
7.4 Any termination of this Agreement is without prejudice to any other rights or remedies a party may be entitled to under this Agreement or by law and shall not affect any accrued rights or liabilities of either party. Termination of this Agreement shall not relieve the Client of its obligation to pay Rewired Solutions any outstanding Fees.
7.5 In any circumstances where Rewired Solutions is entitled to issue a notification of breach for the purposes of clause 7.2 (a) or terminate this Agreement, including occasions when the Client fails to pay outstanding Fees due or fails to observe the agreed Terms and Conditions of the Subscription Agreement, it may elect by written notice its provision of the Content or any rights that it has granted in the Agreement to the Client without any liability and without any suspension of the Client’s payment obligations, until such time as Rewired Solutions is satisfied that the breach is remedied or until Rewired Solutions elects to exercise its right to terminate the Agreement.
8.1 Each party agrees to keep confidential (both before, during and after the Term) the terms of this Agreement and all information, whether written or oral, concerning the business or affairs of the other (including information relating to the other party’s customers or suppliers, financial information, projections, technology, product ideas, marketing plans or business plans) that it has received or obtained from the other or may receive or obtain from the other and shall not use the same without the prior written consent of the disclosing party for any purpose except as expressly permitted under this Agreement. This obligation will not apply to information, which is in the public domain (other than as a result of a breach of any confidentiality obligation) or in the case any disclosure required by law provided that Client shall use all reasonable endeavors and act in good faith to consult with Rewired Solutions wherever practicable before disclosing such information. Each party agrees not to make any announcement regarding this Agreement or the activities associated with it without the prior written consent of the other save for any announcement made by the Client to authorized personnel.
9. DISPUTES AND GOVERNING LAW
9.1 Each party agrees to respond promptly to any issues referred to it by the other party relating to this Agreement and shall seek to resolve any disputes arising through its Relationship Manager as quickly and effectively as possible.
9.2 Subject to Clause 9.1, if the parties cannot satisfactorily resolve any dispute within 14 days then that dispute shall be escalated to a Director (or equivalent) of both parties. If the parties cannot satisfactorily resolve any dispute within 14 days of referral to a Director (or equivalent) then either party may seek its legal remedies as provided in Clause 9.4.
9.3 Nothing in Clause 7 or 9 shall restrict either party from seeking immediate legal or equitable relief for any infringement of its intellectual property rights (IPR).
9.4 All contractual and non-contractual claims arising from and/or in connection with this Agreement shall be governed by and construed in accordance with the laws of the State of Florida and the United States of America without regard to its conflicts of law, provisions and the parties submitted to the exclusive jurisdiction of the federal and state courts located in Florida.
10. Third Party Providers (If Applicable)
10.1 Rewired Solutions shall make the Content available to any Third Party Service Providers referred to in the Subscription Agreement and shall authorize the Third Party to make the Content available to the Client via the Third Party Service Provider subject to the Client having a valid and subsisting Third Party Service Agreement.
10.2 The Terms of this Agreement shall not be affected in any way by the terms of the Third Party Service Agreement or the performance of that Third Party Service Agreement by the applicable Third Party and Rewired Solutions shall have no responsibility or liability to the Client in relation to that.
10.3 The Client agrees that it is solely responsible for the payment of any fees due to a Third Party for use of a Third Party Service.