Subscription Terms & Conditions
1. ACCEPTANCE OF SUBSCRIPTION TERMS AND CONDITIONS
1.1 These subscription terms and conditions (“Terms and Conditions”) are accepted by ticking off “I have read and accepted the subscription terms and conditions” in the subscription form.
If you are accepting on behalf of your employer or another legal entity, you warrant that you have the full legal authority to bind the entity to the customer (“the Customer”). For the purpose of this agreement, “Platform” means the Litterati app and the Litterati Dashboard.
This is a business to business service only and there is no intention to create a contract with any consumer.
2. SUBSCRIPTION TERM AND INVOICING
2.1 The subscription becomes effective upon placement of an order and will continue to be in effect until terminated in accordance with these Terms and Conditions.
2.2 The first invoicing period runs from the creation of your account and runs until agreed in the order form.
3. SCOPE AND USE OF SUBSCRIPTION
3.1 In accordance with these Terms and Conditions, the Customer is granted a non-exclusive limited right to use the Litterati Platform.
3.2 The Customer’s subscription entitles the Customer to use the Platform for the time, geographical scope and users type, specified for each subscription type.
3.4 If the Customer needs further capacity or functionality, then upon the use of any additional features, without prior registration by the Customer or upon any acceptance by Litterati of any requested increase to subscription type, the subscription will be upgraded automatically and the Customer shall agree to pay the consequential increase in the subscription at the current rates per Litterati pricing table.
3.5 Only the Customer and its representatives are entitled to use the Platform, and the Platform may not be used for or on behalf of any other parties or for data processing or the provision of services for other parties than the Customer, except if explicitly agreed with Litterati. The Customer agrees to be fully responsible and liable for any third parties that are given access to the Platform by the Customer or who use the Customer’s login details.
3.6 If the Customer subscribed to a package that includes sub-accounts (Litterati “Campus” or “Inspire” or “Researcher”), these licenses can be attributed to the Customer’s chosen partners.
For the researcher licenses as part of the Customer’s package, Litterati agrees that the license can be used by multiple individuals during the time of the subscription. One individual may stop using the license and the Customer is allowed to delete the individual’s account and reattribute the license to another individual for the remaining time in the subscription.
For the Inspire and Campus licenses, the Customer agrees that each Litterati license can only be attributed once to one partner for the time of the subscription and cannot be redeemed multiple times with different partners, unless explicitly agreed with Litterati. If the Customer doesn’t comply with 3.6, the Customer shall agree to pay the equivalent of the subscription fees for each of the licenses that have not been used properly.
3.7 Other than as set out in 3.6, the Customer is not entitled to assign the subscription or grant access to the Platform, whether in full or in part, to any third party.
3.8 The Customer shall ensure that the Platform is not used in any manner which reflects adversely upon the name, reputation, and/or goodwill of Litterati or in breach of any applicable law or regulation.
4. PRICES AND TERMS OF PAYMENT
4.1 The terms of payment are immediate upon invoice receipt. The subscription cost is exclusive from goods & services taxes applicable in local countries.
4.2 If the subscription fee is not paid when due, reminder 1 will be sent 7 days after the invoice due date without a reminder fee. If the subscription fee remains unpaid, reminder 2 will be sent 14 days later without a reminder fee. If payment is not received within 14 days after reminder 2 (a maximum of 30 days after invoice receipt) access to the Platform could be blocked. Access to the Platform will be unblocked after receipt of payment.
4.3 The Customer accepts that invoices and reminders sent by email to the email address provided by the Customer shall be deemed delivered when sent by Litterati.
5. TERMINATION & REFUND
5.1 The Platform subscription will be automatically renewed at the end of the subscription agreed cycle except if the Customer gives 30 days ahead of the end of the subscription notice to Litterati.
5.2 For Quarterly subscriptions, the Litterati service will stop by the end of the paid period for which the Litterati client has received the last invoice and will not be automatically renewed.
5.3 Litterati is entitled to terminate the subscription immediately on written notice if the Customer commits a material breach of these Terms and Conditions or any of Litterati’s policies or if the Customer becomes insolvent.
5.4 Refund policy: if the client is not satisfied and gives written notice to Litterati within a period 30 days from the account creation date, Litterati will proceed to a refund within 30 days from notice.
6. UPLOADED DATA
6.1 We hereby grant You a non-exclusive, non-transferable right (without the right to grant sublicenses) to use the Platform for the Term solely.
6.2 For the purposes of these Terms, Uploaded Data means the images the users upload onto the Platform and the metadata (device data, geolocation, time, date) and tags associated with the uploaded images.
The Customer receives a license from Litterati to download and use the Uploaded Litter Data.
6.3 By using the Platform, The Customer understands that the Uploaded Litter Data may be shared with the general public, as part of Litterati’s Open Data Policy. Litterati allows the general public to download anonymised and aggregated Uploaded data generated by the Platform’s users under the Creative Commons BY-SA 4.0 license.
6.4 The Platform permits the Customer to export records and data held by the Platform. The access to this data will expire upon termination of the subscription.
6.5 Litterati reserves the right to delete Uploaded Litter data at any time if there was fraudulent activity detected on the Platform from the Customer or its partners, clients, volunteers, consumers or employees.
6.6 Litterati shall be entitled to store and use Customer data after termination in anonymized form for statistical and analytical purposes.
7. OPERATIONAL STABILITY
7.1 Litterati strives towards the highest possible operational stability, but shall not be responsible or liable for any breakdowns or service interruptions, including interruptions caused by factors beyond Litterati’s control, such as power failures, defective equipment, Internet connections, telecoms connections or the like. The Platform and the service are provided “as is” and Litterati expressly disclaims any further representations, warranties, conditions or other terms, express or implied, by statute, collaterally or otherwise, including but not limited to implied warranties, conditions or other terms of satisfactory quality, fitness for a particular purpose or reasonable care and skill.
7.2 In the event of an interruption of service Litterati will use reasonable commercial endeavours to restore normal operations as soon as possible.
7.3 Litterati only supports mobile devices post-2016. Litterati will not be held responsible if the app doesn’t work on older devices.
7.4 Litterati will not be held responsible if the technical issue comes from the user’s device or if there’s an incompatibility with the user’s device.
8.1 Litterati may update and improve the Platform on a continuous basis. Litterati may also change the composition and design of the Platform and services. Any such changes may be with or without notice.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 The Platform and any information provided by it, other than the Customer’s data, is protected by copyright and other intellectual property rights and is owned by Litterati. Any development or adaptations made to such intellectual property by Customer shall vest in Litterati. The Customer shall notify Litterati of any actual or suspected infringement of Litterati’s intellectual property rights and any unauthorized use of the Platform that the Customer is aware of.
9.2 No intellectual property rights are assigned to the Customer.
9.3 In relation to any and all data uploaded by the participants, Litterati grants to the Customer a non-exclusive worldwide irrevocable license to provide the Application and related services including marketing services to the Customer. The Customer represents and warrants that no uploaded material or Customer data will infringe third party rights or intellectual property rights and will not contain any material that is obscene, offensive, inappropriate or in breach of any applicable law.
10.1 The Customer accepts that LItterati is entitled to use subcontractors in all matters, including for the implementation and operation of the Platform and the storage of data.
11. LITTERATI’S LIABILITY
11.1 Litterati disclaims all liability and shall not be liable in contract, tort (including negligence), statutory duty, pre-contract or otherwise arising out of or in connection with these Terms and Conditions or the Platform for any (a) consequential, indirect or special loss or damage; or (b) any loss of goodwill, reputation or data; or (c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings). In each case whether advised of the possibility of such loss or damage and howsoever incurred.
11.2 The maximum liability of Litterati in contract, tort (including negligence), statutory duty, or otherwise arising out of or in connection with the Terms and Conditions; shall, in respect of any one or more events or series of events (whether connected or unconnected) taking place within any twelve-month period, be limited to the Fees paid by Customer in such period, or $100, whichever is the greater.
11.3 The Customer undertakes to indemnify Litterati against any costs due to product liability loss, third party loss, or other third party claims due to the Customer’s use of the Platform.
12. DUTY OF CONFIDENTIALITY AND DATA SECURITY
12.1 Litterati will keep confidential all of the Customer’s confidential information that the Customer provides to Litterati save to where such information has come into the public domain other than by breach of this clause, or where Litterati has obtained the information from a third party without a duty of confidence or where it is required to be disclosed by a regulatory or government body or court of competent jurisdiction.
12.2 Litterati shall take all necessary technical and organizational security measures to ensure the safe and secure processing of any Customer data. Litterati shall comply with its obligations under the EU General Data Protection Regulation and the USA Data Protection Policies.
13. CHANGE OF TERMS AND CONDITIONS
13.1 Litterati may update these Terms and Conditions from time to time. The current version of the Terms and Conditions in force from time to time are available on Litterati’s website. Litterati shall endeavour to provide reasonable notice of any changes by posting such changes on the web site. Further use of the Application after any change to the Terms and Conditions shall be deemed to be acceptance of such Terms and Conditions. It is the Customer’s responsibility to check the website regularly to keep updated on any changes to these Terms and Conditions.
14.1 These terms and conditions shall be construed in accordance with the laws of New York and each party hereby irrevocably submits to the jurisdiction of the courts of North Carolina, USA.
15.1 Relationship: Nothing in this Agreement shall be deemed to create a partnership or joint venture or contract of employment of any kind between the parties nor shall it be deemed to grant any authority not expressly set out in the Agreement or create any agency between the parties.
15.2 Entire agreement: Each party confirms that this Agreement sets out the entire agreement and understanding between the parties and that it supersedes all previous agreements, arrangements, and understandings between them relating to the subject matter of the Agreement. Each party confirms that it has not relied upon any statement, representation, or understanding that is not an express term of this Agreement and shall not have any remedy in respect of any statement, representation, or understanding which is not an express term unless made fraudulently.
15.3 Waiver: No failure or delay exercise by any party in exercising any right, power or remedy under this Agreement will operate as a waiver of that or any other right, power or remedy nor will any single or partial exercise by either party of any right, power or remedy preclude any further exercise of any other right, power or remedy.
15.4 Further Assurance: Each party shall at the cost and expense of the other party use all reasonable endeavours to do all such further acts and things and execute or procure the execution of all such other documents as that party may from time to time reasonably require for the purpose of giving that party the full benefit of the assets, rights, and benefits to be transferred to the other party under this agreement.
15.6 Validity: These Terms and Conditions become effective on November, 4th 2020, and supersede all previous terms and conditions.