Really Good Culture for Business Terms of Service
The “Platform” is a software service that allows a Client to access and re-use video reviews of the Client’s products sourced by Wherefrom Limited t/a Really Good Culture of 5 Manor Farm Close, Luton, Bedfordshire, LU4 9LA (“Really Good Culture”). By using the Platform or otherwise accepting these terms of use, you (referred to in this Agreement as the “Client”) agree to be bound by them in relation to all use of the Platform.
1. DEFINITIONS
The following definitions apply in this document:
Platform means the video product review software service made available to the Client and its Users on and subject to the terms of this Agreement through which Reviews are made available.
Client’s Products means any product or service which the Client makes available to the public (or intends to make available to the public) and for which it wishes to use the Platform to source Reviews.
Client’s Website means the Client’s online store, website or social media profiles (whether made available through a mobile app, downloadable software, or via a website, or otherwise) and any other digital channel under the Client’s control through which the Client promotes and makes available the Client’s Products to the public.
Data Protection Legislation means the Data Protection Act 2018, Regulation (EU) 2016/679 of the European Parliament and of the Council, (the General Data Protection Regulation); any other existing or future law, directive or regulation (anywhere in the world) relating to the Processing of Personal Data or privacy, to which either party is subject.
Data Controller, Data Processor, Data Subject, Processing and Personal Data have the meanings given to those expressions or any equivalent or corresponding expressions in the Data Protection Legislation.
Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure.
Initial Term means a period of 12 months from the date this Agreement starts.
Intellectual Property Rights means all rights in copyright, patents, inventions, trade secrets, know-how, product formulations, designs, databases, registered or unregistered trade marks, brand names, business names, domain names and other forms of intellectual property.
Reviews means video, audio and text-based content relating to Client’s Products submitted by Reviewers and sourced by Really Good Culture.
Reviewers means individuals who have received and reviewed samples of Client’s Products.
User means any individual authorised by the Client to access the Platform.
2. THE PLATFORM
2.1. The Platform provides the Client with access to Reviews. Subject to the Client’s ongoing compliance with this Agreement, the Client is permitted, during the term of this Agreement only, to access Reviews through the Platform, to use the widget/API functionality provided by Really Good Culture to link to Reviews from the Client’s Website, and to export and download the Reviews for use on the Client’s Website, subject to any feature restrictions or limitations communicated to the Client based on the subscription level chosen.
2.2. In using the Platform, the Client agrees that Really Good Culture may make Reviews of Client’s Products available publicly, except for Reviews gathered for market research purposes or which the parties have separately agreed to not be made public.
2.3. Really Good Culture reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter the Platform at its sole discretion. Really Good Culture shall not amend the Platform in a manner that would intentionally cause the Client to lose access to data or Reviews, or fundamentally decrease the utility of the Platform to the Client.
3. TERM
3.1. This Agreement shall remain in force for the Initial Term and, subject to clause 3.2 or otherwise terminated in accordance with these terms, shall automatically renew for further 12 month periods, unless one party provides the other party with notice of its intention to terminate this Agreement no later than 30 days before the expiry of the then-current term.
3.2. The Client shall have an additional one-off right to terminate this Agreement to take effect 3 months from the date this Agreement starts. In order to exercise this right, the Client must provide notice of termination no later than 30 days before the end of the initial 3 month period.
4. CLIENT’S PRODUCTS
4.1. If the Client elects for Really Good Culture to send samples of Client’s Products directly to Reviewers, then Client shall provide at its own cost such quantities of Client’s Products as Really Good Culture may reasonably request. Really Good Culture may determine at its discretion where such samples shall be sent. Really Good Culture shall not be responsible for any failure to provide Reviews arising from Client's failure to provide samples of Client’s Products as reasonably requested.
4.2. If the Client elects for Reviews to be sourced from Reviewers who have purchased Client’s Products directly from the Client, then the Client shall make available access to Really Good Culture to Client’s Website such that the email address (or other contact information) associated with purchases of Client’s Products is shared with Really Good Culture. The Client remains responsible for ensuring that it has all appropriate consents and permission to make such contact details available to Really Good Culture for the contemplated purpose. The Client acknowledges that Really Good Culture shall be an independent data controller of any Personal Data shared with it by the Client.
4.3. The Client remains fully responsible for all aspects of the Client’s Products (including in relation to product labelling, product safety, and allergen content and notification) and indemnifies Really Good Culture in respect of all costs, losses and damages that Really Good Culture may incur relating to its receipt and distribution of the Client’s Products, and its use of any Personal Data made available to it associated with the Client’s Products.
5. REVIEWS & DATA
5.1. The Client must not edit, crop or modify any Review, or use any Review in such a way as to misrepresent or mischaracterise the intention of the Reviewer, or to mislead the public as to Reviewer’s opinion of the Client’s Products.
5.2. Really Good Culture makes no guarantee, warranty or assurance that any given Reviewer will submit a Review following its receipt of a Client’s Product, or that any Review will be of any specific quality or duration, or as to the nature of the content of any Review. The Client acknowledges that the Platform is intended to provide unbiased product reviews, and agrees that it remains responsible for ensuring that each Review is suitable for its intended purpose.
5.3. Really Good Culture assumes no responsibility for reputational damage or any other costs, losses, or damages arising from the use of any Reviews.
5.4. In the event that the Client has any concerns regarding any Review, the Client may notify Really Good Culture of its concerns. Really Good Culture shall consider all such notifications reasonably and shall retain sole discretion as to whether any given Review shall be maintained on the Platform.
5.5. The Client may be able to use the Platform to access certain data provided by a Reviewer (e.g. location, preferences, etc.). Such data is provided as is and with no assurances as to accuracy or completeness. The Client uses such data at its discretion and shall comply with the Data Protection Legislation (if applicable) in relation to such use.
5.6. The Client obtains no right, title or interest in the Reviews or any data made available to it on the Platform, all of which remains the property of Really Good Culture.
6. FEES
6.1. The fees for the use of the Platform are payable upon receipt of an applicable invoice.
6.2. If full payment is not received by the due date, Really Good Culture may suspend or withhold access to the Platform, or terminate this Agreement. Really Good Culture reserves the right to charge interest for any late payments at 4% above the prevailing Bank of England base rate.
6.3. All prices are exclusive of applicable local, state, federal and international sales, value added, withholding and other taxes and duties of any kind unless otherwise stated.
6.4. The Client shall pay all invoices for the use of the Platform in full, and shall have no right of set off for any liability it may claim to be owed to it by Really Good Culture at any time.
6.5. No refunds are payable for any fees paid under any circumstances.
7. USE OF THE PLATFORM
7.1. Really Good Culture may revoke or suspend access to the Platform or terminate this Agreement at any time if the Client or any of its Users are in breach of this Agreement or misuses the Platform or any Review, and has failed to comply with Really Good Culture’s reasonable request to remedy such breach within a reasonable time period.
7.2. The Client shall ensure that each of its Users are aware of and complies with any applicable terms of use of the Platform, and the Client shall remain liable to Really Good Culture for any breach of this Agreement by its Users, and any losses or damages that Really Good Culture may suffer as a result of any such breach.
7.3. The Client agrees that it shall only use the Platform for legal purposes and shall not use it to engage in any conduct that is unlawful, misleading, immoral, threatening, abusive or in a way that is deemed unreasonable by Really Good Culture in its sole discretion.
7.4. Really Good Culture shall respond promptly to all support requests in relation to the Platform.
7.5. Really Good Culture reserves the right to require the payment of reasonable fees for customisation of the Platform and any non-standard support requests prior to the provision of such support.
8. SECURITY
8.1. Really Good Culture takes the security of the Platform and the privacy of its Clients and Users seriously. Really Good Culture shall use industry-standard systems and processes to protect the security of the Platform.
8.2. The Client agrees that its Users shall not do anything to prejudice the security or privacy of Really Good Culture’s systems (and the systems of Really Good Culture’s infrastructure providers) or the information on them.
9. INTELLECTUAL PROPERTY
9.1. The Platform may incorporate software and other proprietary systems and Intellectual Property Rights owned by Really Good Culture or which Really Good Culture has appropriate authority to use, and the Client agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally.
9.2. The Client warrants that it shall not infringe on any third-party rights through the use of the Platform or any Review.
9.3. The Client warrants that by using the Platform the Client and its Users will not:
9.3.1. copy the Platform or the services that it provides for their own commercial purposes; and
9.3.2. directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in the Platform or any documentation associated with it.
9.4. All content (including Reviews) remains the Intellectual Property Rights of Really Good Culture, including (without limitation) any source code, ideas, enhancements, feature requests, suggestions or other information provided by the Client or any other party with respect to the Platform.
9.5. Really Good Culture hereby indemnifies the Client in relation to any claims, losses, damages and costs that the Client may suffer as a result of any claim that the Client’s use of the Platform in accordance with this Agreement and any instructions provided by Really Good Culture to the Client infringes the Intellectual Property Rights of any third party. This indemnity shall not apply to any use of the Platform by the Client or any User otherwise than in accordance with Really Good Culture’s reasonable instructions.
10. LIABILITY
10.1. Except as otherwise provided in this Agreement, the Client acknowledges and agrees that the Platform (including all Reviews and data obtained from the Platform) is provided "as is," without additional warranty of any kind, either express or implied, including any additional warranty for information, data, data processing services or uninterrupted access, any warranties concerning the availability, accuracy, completeness, usefulness, or content of information, and any warranties of title, non-infringement, merchantability or fitness for a particular purpose.
10.2. Really Good Culture does not warrant that the Platform (or the function, content or services made available within it) will be timely, secure, uninterrupted or error free. If the Client is dissatisfied with the Platform, the sole remedy is to discontinue using the Platform.
10.3. The Client acknowledges that the Platform is hosted on third party infrastructure, and Really Good Culture shall not be liable to Client for any costs, losses, damages, downtime, or other liability arising from the use of or reliance upon such third party infrastructure.
10.4. Really Good Culture does not endorse, warrant or guarantee any products or services offered or provided by or on behalf of third parties on or through the Platform. Really Good Culture is not a party to any transaction between the Clients and purchasers of any Client Products or any third parties.
10.5. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
10.6. THE CLIENT AGREES THAT IT USES THE PLATFORM AT ITS OWN RISK.
10.7. THE CLIENT ACKNOWLEDGES THAT REALLY GOOD CULTURE IS NOT RESPONSIBLE FOR THE CONDUCT OR ACTIVITIES OF ANY REVIEWER.
10.8. THE CLIENT AGREES TO INDEMNIFY REALLY GOOD CULTURE FOR ANY LOSS, DAMAGE, COST OR EXPENSE THAT REALLY GOOD CULTURE MAY SUFFER OR INCUR AS A RESULT OF OR IN CONNECTION WITH THE USE BY CLIENT OR ITS STAFF OF THE PLATFORM OR ANY REVIEW, INCLUDING ANY BREACH BY THE CLIENT OR ANY OF ITS USERS OF THIS AGREEMENT AND ANY APPLICABLE DATA PROTECTION LEGISLATION.
10.9. EXCEPT AS REQUIRED BY LAW, REALLY GOOD CULTURE’S MAXIMUM LIABILITY TO THE CLIENT OR ANY USER IN RELATION TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID IN THE TWELVE MONTHS PRECEDING THE DATE OF THE LIABILITY ARISING.
10.10. IN NO CIRCUMSTANCES WILL REALLY GOOD CULTURE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OR CORRUPTION OF DATA, LOSS OF PROFITS, GOODWILL, BARGAIN OR OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS OR ANY OTHER SIMILAR OR ANALOGOUS LOSS RESULTING FROM THE CLIENT OR ANY USER'S ACCESS TO, OR USE OF, OR INABILITY TO USE THE PLATFORM OR ANY REVIEW, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, IN EQUITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT REALLY GOOD CULTURE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGE, TO BUSINESS INTERRUPTION OF ANY TYPE, WHETHER IN TORT, CONTRACT OR OTHERWISE.
11. TERMINATION
11.1. Where a party is in material breach of this Agreement, and has failed to remedy such breach within 28 days of notification by the other party, the other party may terminate this Agreement by giving written notice of termination, which shall become effective 5 working days after the date of the notice.
11.2. Either party may terminate this Agreement immediately by notice, if either party:
11.2.1.stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
11.2.2.is insolvent under company law;
11.2.3.has an administrator appointed in respect of it;
11.2.4.has an order made or a resolution passed for its winding up or dissolution or it enters into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them;
11.2.5.has any security enforced over, or a distress, execution or other similar process levied or served against, the whole or a substantial part of its assets or undertaking; or
11.2.6.is subject to any event which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events listed above.
11.3. Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.
11.4. Rights and obligations under this Agreement shall survive termination of this Agreement where reasonably required to give commercial effect to such rights and obligations.
12. FORCE MAJEURE
12.1. If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. While the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.
12.2. The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.
12.3. The term of this Agreement will not be extended by the period of Force Majeure.
13. OTHER PROVISIONS
13.1. This Agreement shall be governed by and construed and enforced in accordance with the laws of England and Wales.
13.2. Each Party expressly agrees that exclusive jurisdiction for resolving any claim or dispute between the Client and Really Good Culture relating in any way to use of the Platform shall be with the courts of England and Wales.
13.3. The Client may not assign or otherwise license or transfer any of its rights and obligations under this Agreement.
13.4. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
13.5. The relationship of the parties to this Agreement does not form a joint venture or partnership.
13.6. The Client agrees that Really Good Culture may reference the Client’s use of the Platform in its promotional materials.
13.7. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
13.8. Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.