Avora Terms of Service
Avora Terms of Service
We are Avora Ltd (“Avora”, “we” and “us“). We operate the multi-platform Avora application (the “App”) and the website at avora.com (the “Site“), (together, the “Service“) which we provide to you (“Customer”, “you”).
We are a company registered in England & Wales with company number 08922902 and registered address at 22, Upper Ground, London, SE1 9PD. Our registered VAT number is GB188642268.
If you need to contact us, you can do so via the details listed on our contact page at: https://avora.com/contact-us
These terms and conditions, together with the applicable order (“Order Form”), form the “Terms” which apply to your use of the Service (whether on a free trial or paid subscription basis). By using the Service you agree to be bound by the Terms. If you do not understand the Terms, or do not accept any part of them, then you should not use the Service. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to the Terms. If you have any questions about the Terms, please contact us. These Terms were last updated on 31st May 2018.
The Service shall start on the date set out in the Order Form (or, if not so stated, then on the last date of signature) and continue for a minimum term of 12 months (or such other time period set out in the Order Form). Thereafter, it shall automatically renew for additional renewal terms of the same period, subject to these Terms, until or unless either party notifies the other party of termination in writing by giving at least ninety (90) days’ notice prior to the expiry of the then current term; or it is otherwise terminated in accordance to the provisions of these Terms.
3. Our Responsibilities
We have taken every care in the preparation of the material on the Service. However, the material displayed on the Service is provided without any guarantees, conditions or warranties as to its accuracy or suitability for any particular purpose. If you notice a problem, feel free to let us know and we’ll see if we can try and fix it.
If the need arises, we may suspend access to the Service to carry out routine or emergency work. We will not be responsible if, for any reason, the Service is unavailable.
We will not be responsible to you for any errors or omissions, or any technical problems you may experience, or any use you make of the material on the Service, any websites linked to it or any materials posted on it.
If we are in breach of these Terms, we will only be responsible for any losses that you suffer as a result to the extent that they are a foreseeable consequence to both of us at the time you use the Service.
These limitations and exclusions do not affect your statutory rights and only apply to the extent permitted by applicable law. Nothing in these Terms shall limit our liability for personal injury or death caused by our negligence or if we are fraudulent.
4. Access and Availability
Subject to payment of fees as set out in the Order Form, we grant you a non-exclusive, non-transferable personal and non-sublicensable licence to permit authorised users to use the Service during the term stated in the Order .
Avora will use commercially reasonable efforts to make the Service available with minimal downtime 24 hours a day, 7 days a week; provided, however, that the following are excepted from the Service’s availability commitments: (a) regularly scheduled downtime (with regard to which Avora will endeavour to provide at least 48 hours advance notice), which is currently scheduled for every Friday 11pm – Saturday 3am GMT Time and as otherwise communicated.); or (b) any unavailability caused by circumstances beyond Avora’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, Internet service provider failures or delays, or the unavailability or modification by third parties of third party services.
5. Your use of the Service
Use of the Service
You must comply with the terms and conditions of the relevant application store from which you download the App (for example, the Apple App Store, or Google Play).
You may download the App and access and/or use the Service, in accordance with these Terms, on specific compatible devices.
The App is compatible with iOS and Android. The Service, or some of its features and functionalities, may not be available on all devices. We do not guarantee that all or any features or functionalities of the Service will work on any particular device.
There may be updates to the App and you are responsible for installing any updates. You may not be able to access or use the Service unless you install relevant updates.
Depending on your mobile phone and/or mobile device tariff and your provider, you may incur data charges from your provider for downloading the App and/or using certain features of the Service. You are responsible for all such data charges.
Some features and functionalities of the Service are only available to registered users.
You must ensure that the details provided by you on registration or at any time are correct and complete.
You must inform us promptly of any changes to the information that you provided when registering by updating your personal details so that we can communicate with you effectively.
We can suspend or terminate your use of the Service if we reasonably believe that any details you have submitted are untrue.
Your password and security
If you access the Service directly via the webpage or if you download the App to your device, you will be asked to register to use the Service and create a username and password. In order to prevent fraud, you must keep this password confidential and must not disclose it or share it with anyone. If you know or suspect that someone else knows your password you should notify us by contacting [email protected] immediately.
If we believe that there may be a breach of security or misuse of the Service, we may require you to change your password or we may temporarily suspend your use of the Service.
Submitting content to the Service
Some areas of the Service allow you to submit content to Avora. You agree that your content (“User Content“) will not:
contain any material which is defamatory of any person, obscene, offensive, hateful or inflammatory; promote sexually explicit material, violence or discrimination based on race, sex, religion nationality, disability, sexual orientation or age;
infringe any copyright, database right, or trade mark, or any other intellectual property rights of any other person;
be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety or be likely to harass, upset, embarrass, alarm or annoy any other person;
be used to impersonate any person, or to misrepresent your identity or affiliation with any person or give the impression that they emanate from us, if this is not the case; or
be used to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material.
6. Your Responsibilities
You will be responsible for all losses, costs and expenses reasonably incurred by us, all damages awarded against us by a court and all sums paid by us as a result of any settlement agreed by us because of:
any claim by any third party that your User Content is defamatory, offensive or abusive, or of an obscene or pornographic nature, or is illegal or is in breach of any applicable law, regulation or code of practice;
any claim by any third party that your User Content infringes that third party’s copyright or other intellectual property rights; and
any claim by any third party that your User Content breaches any confidentiality or privacy
Removal of User Content
We reserve the right to remove or refuse to post User Content on the Service although we do not actively moderate content posted. You must not try to re-post User Content that we have removed or refused to post on the Service. User Content that you remove from the Service may persist in backup copies for a reasonable period of time (but will not be available to others).
Viruses, hacking, scraping
Neither party shall misuse the Service by knowingly introducing viruses, trojans, worms, logic bombs, keystroke loggers, spyware, adware or other material which is malicious or technologically harmful.
You must not attempt to gain unauthorised access to the Service, the server on which the Service is stored, or any server, computer or database connected to our Site. You must not attack the Service via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you may commit a criminal offence under the Computer Misuse Act 1990 or equivalent laws in your country. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Service will stop immediately.
In addition, we expressly do not allow any kind of data gathering technology to ‘scrape’ the Service for any reason.
7. Intellectual Property
The Service, and the content accessible on it, are protected by intellectual property rights and are the property of Avora or its licensors. Protected elements include, without limitation, software graphics, text, images, audio, videos, designs, compilations, databases, targeting information, advertising copy, and the trade marks, logos, domain names, trade names, service marks and trade identities; any and all copyright material (including source and object code); and all other materials related to the Service, including without limitation, the “look and feel” of the Service.
Download, access and use of the Service will not transfer to you any right other than the limited right to use the Service as intended and in accordance with these Terms for the term agreed in an applicable Order. You may not otherwise than permitted through the functionality of the Service modify, copy, reproduce, republish, download, post, broadcast, transmit, make available to the public, reverse engineer, reverse compile, disassemble, create derivative works, or otherwise use any part of the Service. If you submit any feedback regarding the Service, Avora may freely use or exploit such feedback.
8. Personal Data
We do not claim ownership in the information you submit to the Service (“Customer Data”). You retain all right, title and interest in and to the Customer Data although you grant us a licence to use the Customer Data solely for the purpose of providing the Service. Our data processing addendum (https://avora.com/data-processing-addendum/) explains how we use any information about you that we receive from you or collect when you use the Service.
Each party may be given access to confidential information from the other party in order to perform its obligations under the Terms. A party’s confidential information shall not be deemed to include information that: a) is or becomes publicly known other than through any act or omission of the receiving party; b) was in the other party’s lawful possession before the disclosure; c) is lawfully disclosed to the receiving party by a third party without restriction on disclosure;d) is independently developed by the receiving party, which independent development can be shown by written evidence; or e) is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
Each party shall hold the other’s confidential Information in confidence and, unless required by law, not make the other’s confidential information available for use for any purpose other than as needed to perform the Service. Each party shall 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 these Terms. This clause shall survive termination of this Agreement, however arising.
10. Our Liability and Indemnity
Avora shall defend and indemnify Customer against all damages and losses awarded against Customer or agreed by Avora in final settlement (including reasonable legal fees) arising from a claim that the Service used within the scope of this Agreement infringes any third party intellectual property rights provided that (a) Customer notifies Avora in writing within thirty (30) calendar days of the claim, (b) Avora has sole control of the defence and all related settlement negotiations, and (c) Customer provides Avora with the assistance, information and authority necessary to perform the above. Reasonable, documented, out-of-pocket expenses incurred by Customer in providing such assistance will be reimbursed by Avora.
If Customer’s normal use or access to the Service is held or believed by Avora to infringe as detailed above, then Avora may at its expense: a) procure the right to continue using the Service; b) modify or replace the infringing material so as to avoid the infringement, provided that the new performance and functionality is at least equivalent to the original Service; or c) if such remedies are not reasonably available, refund to Customer any unused Fees paid upfront whereupon this Agreement shall terminate.
Avora is not a business advice service. We provide computer generated, generic data and analytics based on the information submitted by you and third party data accessible to the Service. These results are not equivalent to personal, bespoke advice from a business adviser or expert. You acknowledge that you are solely responsible for the decisions you make about your business and strategy and that we are not liable to you in relation to any decision you make which is based on the results generated from the Service.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL COSTS, DAMAGES, CHARGES OR EXPENSES OF ANY KIND WHATSOEVER, HOWEVER ARISING UNDER THE TERMS.
To the extent that Avora is liable under these Terms, Avora’s total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms shall be limited to the total fees paid in the twelve (12) month period immediately preceding the date on which the liability arose. The aforementioned limitation shall not apply to infringement or misappropriation of intellectual property rights.
11. Additional Services
If you are using the Service on a free trial basis (the “Free Trial Services“), the Service will be available to you (a) until the end of the term of the Free Trial Services; (b) on the start date of any paid subscription to the Service; or (c) on such other date that we decide.
You acknowledge that some of the features and functionalities of the Service, may not be available as part of the Free Trial Services.
The Terms apply to all uses of the Service, including the Free Trial Services. Additional terms and conditions may also apply to the Free Trial Services – we will make sure they appear on the registration or log in web page for the Free Trial Services. Any additional terms and conditions are incorporated into these Terms by reference and will be legally binding.
If you provide us with any information about yourself as part of the Free Trial Services this may be permanently lost after the expiry of the Free Trial Services unless you (a) begin a paid subscription to the Service; or (b) export your data from the Service before the Free Trial Services expire.
We may offer certain services and features for which you will be required to pay a fee and any other incurred charges. Any fees payable by you in relation to any add-on services are billed in advance via the website and you authorise us to charge your chosen payment option for any additional fees until you terminate your subscription. All fees for add-on services are non-refundable except where such refund is requested by you by contacting us on [email protected] within 14 days of purchasing the add-on services.
Except as set out above, there are no refunds or credits for partial months or for unused months of your subscription. In order to treat all users equally, no exceptions will be made. Refunds of fees in any other circumstances are at our absolute discretion.
You are granted a limited, revocable and non-exclusive right to create a hyperlink to the homepage of the Service so long as the link does not (i) imply any endorsement by us, (ii) damage or take advantage of our reputation, or (iii) portray us in a false, misleading, derogatory, disparaging or otherwise offensive manner. You are prohibited from establishing a link to the Service in any website that is not owned by you. We may withdraw linking permission without notice. You permit us to reference your name in sales and marketing material as a user of the Service.
Either party may terminate these Terms on written notice if the other party: is in material breach of any of these Terms, and either that breach is incapable of remedy or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution, or has an administrative or other similar officer appointed, or enters into any arrangement with its creditors or is subject to any analogous event or proceeding in any applicable jurisdiction.
On termination, all licences granted to you under these Terms shall immediately terminate and your right to access and use the Service will end. The accrued rights of the parties as at termination, shall not be affected or prejudiced.
Events outside our control
We will not be responsible for any failure to perform, or delay in performance of, any of our obligations towards you that is caused by events outside our reasonable control.
If any of these terms and conditions is held to be invalid, the remaining terms and conditions shall continue to be valid to the fullest extent permitted by law.
The Terms contain the whole agreement between us relating to your use of the Service. No additional terms or conditions requested or communicated in any way by you will form part of our contract whether accepted or not by an employee of ours.
Either party may assign this Agreement in whole or in part with prior written notification to the non-assigning party. This Agreement will be binding upon the parties hereto and any authorized assigns.
Third Party Rights
This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and where applicable, their successors and permitted assigns).
Law and jurisdiction
The Terms are subject to English law. We will try to solve any disagreements quickly and efficiently. If you are not happy with the way we deal with any disagreement and you want to take court proceedings, you must do so exclusively in courts located in England and Wales.