This Agreement governs the provision by Piper to the Customer of Piper Services as described at www.piperhq.co and the Piper Technology as updated by Piper from time to time in Piper’s sole discretion.
Subject to successful registration, the restrictions set out in these Terms, Piper hereby grants to Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable right during the Term to use the applicable Piper Technology in the Territory in accordance with this Agreement.
The Services must not be used at any point in time by anyone other than Users authorised by the Customer specified in the registration process.
Customer shall permit Piper to audit Customer’s and authorised Users’ Use of the Services in order to establish that the use of the Services by Customer is in accordance with this Agreement.
Except as expressly permitted in the Agreement or as may be permitted by applicable law, Customer shall not and shall procure that its Authorised Users shall not:
make alterations to, or modifications of, the whole or any part of the Services or Piper Technology or permit the Services or Piper Technology or any part of them to be combined with, or become incorporated in, any other programs;
disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or Piper Technology or attempt to do any such thing;
provide, commercially exploit or otherwise make available the Services or Piper Technology, in any form to any person, unless stated otherwise in this Agreement;
access all or any part of the Services and/or Piper Technology in order to build a product or service which competes with the Services and/or Piper Technology;
use the Services and/or Piper Technology to provide services to third parties; or
access or use the Services or Piper Technology for any illegal activities.
Piper will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned or emergency maintenance and Piper will use reasonable endeavours to give Customer prior notice of such maintenance.
Customer shall not and shall procure that its Authorised Users shall not during the course of its use of the Services, provide, upload, input, access, store, distribute or transmit any Viruses, nor any material, including without limitation Customer Data and/or Content, that:
Customer warrants and represents to Piper that it has obtained and maintained all required licences, authorisations and consents.
Customer agrees to defend, indemnify and hold harmless Piper and its Associated Companies from and against any and all claims, losses, damages, expenses and costs, including without limitation reasonable court costs and legal fees, arising out of or in connection with: (i) Customer’s use of the Services in violation of the Agreement; and/or (ii) Customer Data.
Where Customer is an Agency, such Agency enters into the Agreement for and on behalf of its client as set out in the registration process (“Agency Client”), Agency shall ensure that the Agency Client is made aware of and complies with the terms of the Agreement in respect of its use of the Services, and Agency shall be responsible and liable for any breach of the terms of the Agreement by such Agency Clients.
Customer grants Piper and its Associated Companies a non-exclusive, royalty-free, worldwide, transferable licence:
Customer acknowledges that it has responsibility for all Customer Data and that except as stated otherwise hereunder, Piper will not be held responsible in any way for any Intellectual Property Right infringement or violation, the violation of any other person’s rights or the violation of any laws, arising or relating to such Customer Data.
Piper shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party unless solely caused by Piper’s negligence or wilful misconduct.
Piper warrants that the Services will be provided with reasonable skill and care during the Term.
The warranty shall not apply to the extent of any non-conformance which is (i) caused by Customer’s implementation or use of the Services contrary to Piper’s instructions or otherwise in breach of the Agreement; or (ii) modification or alteration of the Services by any party other than Piper or Piper’s duly authorised contractors or agents.
Notwithstanding the foregoing, Piper :
Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with the Applicable Data Protection Laws. The type of personal data processed by Piper under this Agreement and the duration and purpose of such processing is set forth in the Data Processing Addendum. In respect of its access to and/or processing of any such personal data of Customer in the provision of the Services, Piper shall:
Customer consents to Piper using subprocessors in relation to the processing of Customer’s personal data under the Agreement, provided that Piper has entered or (as the case may be) will enter with such third party sub-processors into a written agreement incorporating terms which are the same as or substantially similar to those set out in this clause.
For the purposes of this clause, the terms "data controller", "personal data", "process" and "processing" shall have the meaning set out in the Applicable Data Protection Laws and “subprocessor” means any third party appointed by or on behalf of Piper to process Customer’s personal data in connection with this Agreement.
Customer acknowledges and agrees that Piper and its licensors and suppliers own all Intellectual Property Rights in the Piper Technology, Services, and Piper Data, but excluding Customer Data. Except as expressly stated herein, the Agreement does not grant Customer any Intellectual Property Rights or any other rights or licences in respect of the Piper Technology, Services or Piper Data.
The Agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue for the Initial Term. The Initial Term shall constitute the “Term”.
Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
On termination or expiration of the Agreement for any reason:
Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:
Each party shall (i) hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement; and (ii) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
Customer acknowledges that details of the Services and Piper Data constitute Piper’s Confidential Information.
The obligations of confidentiality under this clause shall survive any expiration or termination of the Agreement for a period of two (2) years from the date of termination, except for any information which is deemed a trade secret of a party in respect of which the obligations of confidentiality shall continue for as long as such information remains a trade secret.
The exclusions in this clause shall apply to the fullest extent permissible at law but neither party excludes liability for (i) death or personal injury caused by its negligence or that of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law.
To the maximum extent permitted by applicable law, in no event will either party be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill, or loss of revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods or services arising from the Agreement, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages. The parties acknowledge that the amounts payable hereunder are based in part on these limitations and further agree that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Piper accepts no liability for failure to maintain any level of availability of the Services other than where it is in breach of its obligations under the Agreement.
In addition to the other exclusions set out in this clause, Piper has no liability:
Customer assumes sole responsibility for results obtained from the use of the Services by Customer, and for conclusions drawn from such use. Piper shall have no liability for any damage caused by errors or omissions in any information, data or instructions provided to Piper by Customer in connection with the Services or any actions taken by Piper at Customer's direction.
Piper shall have no liability to Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement due to a Force Majeure Event. Piper shall provide Customer with notice of a Force Majeure Event and its expected duration.
Survival. Those provisions of the Agreement which by their nature are intended to survive any termination of the Agreement shall survive such termination or expiration of the Agreement.
The following definitions apply to the Agreement and its Schedules. Any capitalised terms not otherwise defined in the Agreement or its Schedules have the meanings set out below:
Agency: any third party individual or organisation acting on behalf of an end Customer;
Applicable Laws: all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services, including those related to advertising, the Applicable Data Protection Laws, international communications and the transmission of technical or personal data, and all compulsory industry self-regulations;
Applicable Data Protection Laws: the Data Protection Act 2018 and as amended and the General Data Protection Regulation (EU) 2016/679 or any other applicable similar laws relating to the protection of personal data in other jurisdictions;
Authorised Users: those employees, agents and independent contractors of Customer who are authorised by Customer to access and use the Services;
Confidential Information: information of a party concerning its business and/or affairs, including without limitation to information relating to a party's operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents (including for Piper its Software, and Services), data and information which, when provided by a party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 days; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure;
Customer Data: the (i) data and information and Content provided by Customer to Piper and/or imported, inputted, uploaded and/or shared by Customer, Authorised Users or Piper on Customer’s behalf, for the purpose of using the Services or facilitating Customer’s use of the Services; or (ii) data collected and processed by or for Customer through Customer’s use of the Services, but excluding Piper Data;
Data Collection Policy: Piper’s current data collection policy detailing the types of personal data (as defined under Applicable Data Protection Laws) Piper collects and processes under this Agreement, how such data is processed by Piper, the purposes of such processing and how long it is processed by Piper;
Force Majeure Event: acts, events, omissions or accidents beyond a party’s reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, fire, flood or storm;
Inappropriate Content: content which is (i) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory on the grounds of race, gender, colour, religious belief, sexual orientation, disability or any other illegal activity; or (vi) causes damage or injury to any person or property;
Initial Term: the initial term of Customer’s access to and use of the Services as set forth in the registration process;
Intellectual Property Rights: intellectual property rights including without limitation rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;
Piper Data: any information or data provided by Piper to Customer as part of the Services and any feedback or suggestions on the Services provided by Customer to Piper ;
Piper Technology: includes (i) the Piper platform managed by and/or used by Piper to provide the Services, including, without limitation, the application and database software for the Services, the system and server software used to provide the Services, and the computer hardware on which that application, database, system and server software is installed upon which Customer Data are hosted; and (ii) any technology or software used by Piper to provide the Services, including without limitation any other underlying technology, trade secrets, data, content or information;
Support Services: the provision by Piper to Customer of technical advice, basic training and such other assistance and support related to the use of the Services;
Taxes: any applicable taxes, including without limitation, withholding, sales, use, excise, value added tax and similar taxes but shall not include taxes based on Piper’s gross income;
Term: the Initial Term and any subsequent Renewal Term;
Third Party Fees: payments made by Piper to third party suppliers on behalf of Customer;
Users: the permitted individual user or users of the Piper Technology within Customer’s organisation;
Virus: anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices;