Subscription Terms & Conditions
1. ACCEPTANCE OF SUBSCRIPTION TERMS AND CONDITIONS
1.1 These subscription terms and conditions (“Terms and Conditions”) are accepted by the signature of this agreement.
1.2 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 and all other services or websites.
2. SUBSCRIPTION TERM AND INVOICING
2.1 The subscription becomes effective upon activation of your Litterati account for this agreement and will continue to be in effect until terminated in accordance with these Terms and Conditions and your subscription term.
2.2 The invoicing period runs from the creation of your account and until agreed in the applicable Invoice.
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 applicable to the Customer’s proposal.
3.3 If the Customer needs further capacity or functionality, or to mobilize a different audience than initially agreed in the scope of work or use 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.
3.4 Only the Customer and its affiliates, employees, contractors, and 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.
3.5 If the Customer subscribed to a package that includes sub-accounts, 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 all the other subaccounts as part of the Customer’s package, 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 3.5, the Customer shall agree to pay the equivalent of the subscription fees for each of the licenses that have not been used properly.
3.6 The Customer is not entitled to resell the subscription, a challenge, a subaccount nor any services related to the Litterati Platform, whether in full or in part, to any third party, without Litterati’s prior consent.
3.7 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 receipt of an undisputed invoice. The subscription cost is exclusive from goods & services taxes applicable in each country.
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 received by Customer.
5. TERMINATION & REFUND
5.1 Annual subscriptions will be renewed automatically.
5.2 For Monthly or Quarterly subscriptions, the Litterati services and applicable subscription will stop by the end of the paid period for which the Litterati Customer has received the last invoice and will not be automatically renewed. The Customer may renew the subscription with Litterati by providing Litterati written notice.
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 Unless otherwise agreed by the parties, no refund will be provided.
6. LITTER DATA
6.1 Litterati hereby grants the Customer a non-exclusive, non-transferable right (without the right to grant sublicenses) to use the Platform for the term of the Customer’s subscription.
6.2 For the purposes of these Terms and Conditions, Litter Data means the images, geolocation, time, date and tags associated with the uploaded images. The Customer receives a license from Litterati to download and use the Litter Data.
6.3 By using the Platform, the Customer understands that the Litter Data may be shared, as part of Litterati’s Open Data Policy. Litterati allows anyone to download anonymised Litter 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 and to the Platform will expire upon termination of the subscription.
6.5 Litterati reserves the right to delete Litter Data at any time if there was fraudulent activity detected on the Platform from the Customer or its partners, residents, clients, volunteers, consumers, or employees.
6.6 For Onboarding & Customer Success purposes, the Customer allows Litterati to access the Customer’s dashboard.
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, unless otherwise stated herein.
7.2 In the event of an interruption of service, Litterati will use reasonable commercial endeavors to restore normal operations as soon as possible.
7.3 Litterati supports mobile devices post 2018 (Android & iOS). Litterati strives to support all devices on the Android platform; however due to device fragmentation issues on Android and limitation of internal resources, we can only test the top devices based on units sold and will not be held responsible for issues due to device variability.
7.4 Litterati will not be held responsible if the technical issue comes from the user’s device or if there’s any incompatibility with the user’s device.
8. CHANGES
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, provided that such changes do not materially reduce or degrade Litterati’s services offerings associated with the Customer’s applicable subscription.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Apart from what is agreed in these Terms and Conditions, no intellectual property rights are assigned to the Customer.
9.2 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.
9.3 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.
9.4 Litterati grants the Customer a non-exclusive worldwide irrevocable license to use the Litter Data.
9.5 The Customer represents and warrants that no uploaded material or 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.
9.6 The Customer agrees that Litterati may communicate publicly on the partnership without prior agreement of the Customer, and without disclosing any proprietary or confidential information without prior consent of the Customer.
10. ASSIGNMENT
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.
10.2 This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Agreement will survive an acquisition, merger, divestiture or other transfer of rights or assignment involving the Parties.
11. LIMITATION OF LIABILITY; INDEMNIFICATION
11.1 To the maximum extent permitted by applicable law, the total liability of Litterati, on all claims of any kind, arising out of or related to the performance or breach of these Terms and Conditions, or the provision or the use of the Platform, will not exceed the amount of payments received by Litterati under these Terms and Conditions in the twelve months period preceding the claim or $100, whichever is the greater.
11.2 To the maximum extent permitted by applicable law, Litterati disclaims all liability and shall not be liable for any (a) consequential, incidental, indirect, punitive, special or exemplary damages; or (b) any loss of goodwill, reputation or data, internet delays or failures; or (c) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings), even if Litterati has been advised of , or had reason to know of, the possibility of such loss or damage in advance. Such restriction will not apply to Litterati’s indemnification obligations to Customer for claims of third parties for such damages under these Terms and Conditions.
11.3 The limitations and exclusions in this Article 11 will apply regardless of whether a claim is based in contract, warranty, indemnity, tort/extra-contractual liability (including negligence), strict liability, or otherwise.
11.4 Each party (the “Indemnifying Party”), at its own expense, will defend or, at its option, settle any claim, suit or proceeding brought against the other party (the “Indemnified Party”) by a non-affiliated third party, and will pay any damages and costs awarded in any such suit or proceeding or agreed to in settlement thereof, if the suit or proceeding is based on (i) a claim of infringement of any intellectual property right in effect in the United States, including any trade secret or U.S. copyright, patent, or trademark of any third-party to the extent attributable to any services, solutions, Customer data, information or technology provided by the Indemnifying Party to the Indemnified Party, and (ii) the Indemnifying Party’s failure to comply with all applicable laws, rules and regulations; provided that in each case the Indemnified Party provides the Indemnifying Party with: (A) prompt written notice of such claim, (B) exclusive control over the defense and settlement of such claim (provided that the Indemnified Party’s prior consent is required to the extent any settlement (i) does not include an unconditional release of the Indemnified Party from all liability arising out of such claim, (ii) contains any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party, or (iii) contains any equitable order, judgment or term which in any manner affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s affiliates), and (C) proper and full information and assistance to settle or defend any such claim.
12. DUTY OF CONFIDENTIALITY AND DATA SECURITY
12.1 Each Party will keep confidential all of the other Party’s confidential information (collectively, “Confidential Information”). Confidential Information shall not included such information that: (i) has come into the public domain other than by breach of this clause, (ii) where the Party has obtained the information from a third party without a duty of confidence, or (iii) was known to the Party prior to its disclosure, without an obligation of confidentiality.
12.2 Recipient may disclose Confidential Information where it is required to be disclosed by a regulatory or government body or court of competent jurisdiction, but will (i) if permitted by law, provide the other Party with advance notice to seek a protective order, and (ii) use at least reasonable efforts to ensure that confidential treatment is accorded such disclosed Confidential Information.
12.3 Litterati shall take necessary technical and organizational security measures to ensure the safe and secure processing of any Customer data and Confidential Information, including measures of the same degree of care that it uses to protect the confidentiality of its own confidential information (but in any event at least reasonable care). Litterati must limit access to Confidential Information to those of its employees, contractors, agents and advisors who need such access for purposes consistent with these Terms and Conditions.
13. DISPUTES
13.1These 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.
14. GENERAL
14.1 Relationship: Nothing in these Terms and Conditions 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 Terms and Conditions or create any agency between the parties.
14.2 Entire agreement: Each party confirms that these Terms and Conditions, including any applicable subscription arising thereunder, set 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 Terms and Conditions. Each party confirms that it has not relied upon any statement, representation, or understanding that is not an express term of these Terms and Conditions and shall not have any remedy in respect of any statement, representation, or understanding which is not an express term unless made fraudulently.
14.3 Validity: These Terms and Conditions become effective upon publication on the website or signature by Customer, and supersede all previous terms and conditions