PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THIS SITE
Who we are and how to contact us
We are Meeting Proof a service that enables you to meet other people with confidence, knowing that your ideas and information will be kept confidential by them under the terms of the Non-Disclosure Agreement (“NDA”) you will create using our App.
Meeting Proof is an App created by Meeting Proof Limited (also referred to as “we” or “us”). We are registered in England and Wales under company number 13725728 and have our registered office at Palmeira Avenue Mansions, 19 Church Road, Hove, East Sussex, BN3 2FA.
To contact us, please email firstname.lastname@example.org
Contract between us
These are the terms and conditions on which you may access our App and on which we will provide you with the Services, as set out below (“Contract” or “Terms”).
Please read these Terms carefully before you use our Services, and we recommend that you save a copy of these terms for future reference.
Changes to these Terms
We may amend these Terms from time to time. Every time you wish to use our App, please check to ensure you understand the terms that apply at that time.
Changes to our App
We may update and change our App from time to time, for example, to reflect changes to the NDA, our users’ needs and our business priorities. We will try to give you reasonable notice of any major changes.
We may suspend or withdraw our App
We do not guarantee that our App, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our App for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
You are also responsible for ensuring that all persons (including Invitees and anyone who access our App through your internet connection) are aware of these Terms and other applicable terms and conditions, and that they comply with them.
Users and Licence
When you use our App you will need to create an account (including when you have been invited to participate in a meeting and asked to sign a NDA) and create a profile.
Subject to your compliance with these Terms we hereby grant you a non-exclusive, non-transferable right, to use the App and Services either during the PAYG Period or Subscription Period (as applicable) solely for the purposes of being able to create or contribute to an accessible NDA using the App.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the App or Services by anyone else and, in the event of any such unauthorised access or use, promptly notify us of such unauthorised access.
You shall ensure that you keep your username and password secure and that you will not allow your username and password to be used by anyone else.
You shall permit us (or our designated auditor) to review your use of the Services from time to time in order to ensure your compliance with these Terms. Each such review will be conducted, in such a manner as not to substantially interfere with your normal conduct of business.
If any of the reviews reveal that e.g. any password has been provided to any other individual, then without prejudice to our other rights, we shall promptly disable such passwords and your access to the App or Services and we will not issue you with any new passwords.
Our contract with you is solely to provide you with the facility to use our App to create or contribute to a NDA (“the Services”).
We will, during the Subscription Term, provide the Services to you and subject to these Terms.
We will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
- any planned maintenance (usually carried out during the maintenance window of 22.00 to 04.00 GMT); and
- any unplanned or unscheduled maintenance necessary for security or essential functionality reasons.
Our obligation to provide the Services shall not apply to the extent any non-performance is caused by your use of the Services that is contrary to our instructions (or if you have made any modifications or alterations to the App or Services).
We do not warrant that:
- your use of the App or Services will be uninterrupted or error-free;
- the App or Services will meet your specific requirements; or
- the App or the Services will be free from Vulnerabilities or Viruses.
We are not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and your hereby acknowledge that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
Nothing herein shall prevent us from developing, using, selling or licensing software, systems, documentation, products and/or services which are similar to those provided under these Terms.
We shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data and in the event of any loss or damage to Customer Data, your sole and exclusive remedy against us shall be for us to use reasonable commercial endeavours to restore the lost or damaged Customer Data from the latest back-up of such Customer Data maintained by us.
You hereby agree that you will ensure that you have obtained all necessary consents from all Invitees in order for us to process such personal data on behalf of you and your Invitees.
In order for us to provide the App and Services you shall provide us with:
- all necessary co-operation in relation to this agreement; and
- all necessary access to such information as may be required by us (including information relating to Invitees).
You shall not access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
- is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitates illegal activity;
- depicts sexually explicit images;
- promotes unlawful violence;
- is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
- is otherwise illegal or causes damage or injury to any person or property;
You shall not:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software in any form or media or by any means;
- attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software;
- access all or any part of the Services in order to build a product or service which competes with the App or Services;
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party (except the Invitees);
- introduce or permit the introduction of, any Virus or Vulnerability into the Supplier’s network and information systems.
You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the App or Services (and, in the event of any such unauthorised access or use, promptly notify us of such unauthorised access).
You shall comply with (and ensure that all Invitees comply with) all applicable laws and regulations with respect to its activities under this agreement.
You shall carry out all of your other responsibilities as set out in these Terms in a timely and efficient manner (and any delay may result in a delay in our ability to deliver the Services).
You shall ensure that you and the Invitees use the Services in accordance with these Terms shall be responsible for any Invitee’s breach of these Terms.
You shall obtain and shall maintain all necessary licences, consents, and permissions necessary (for you, your Invitees and any of your contractors and agents) for you or us to perform our respective obligations and for us to provide you with the Services.
You shall ensure that your network and systems comply with any relevant specifications provided by us from time to time and you shall be (to the extent permitted by law and except as otherwise expressly provided in these Terms) solely responsible for procuring, maintaining and securing your network connections and telecommunications links from your systems to your data centres. We shall not be responsible for any and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to your network connections or telecommunications links or caused by the internet.
You shall own all right, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of all such Customer Data.
Charges and payment
We offer you the option to create your first NDA for free as part of our ‘Free Trial’ offer. This offer is personal to you and is for your first NDA only after which you will be able to use the Services on either a Pay As You Go or Subscription basis.
If you choose the Pay As You Go option you shall pay the amount shown on the App at the time of purchase and your use of the App and Services shall be for time period necessary for you to complete and sign the NDA with your Invitees. You will be able to access to the App and Services for 30 days after the completion of the NDA after which your access to the App and Services will cease). You will need to ensure you (and your Invitees) have downloaded a copy of the fully signed NDA during this time period.
If you choose the subscription option you shall pay us the Subscription Fees shown on the App at the time of purchase and your use of the App and Services shall be for the Subscription Term (unless terminated earlier in accordance with these Terms).
When you choose either the Pay As You Go or subscription option you must provide us with valid, up-to-date and complete credit card details (as accepted by our payment provider) and any other relevant valid, up-to-date and complete contact and billing details and you hereby authorise us to charge such credit card.
If you choose the subscription model we will store such payment information on your account from that date you subscribe for Initial Subscription Term and (subject to the auto-renewal provisions set out below) will use the information for the Subscription Fees payable in respect of the next Subscription Term. Please ensure that your payment details are kept up to date in your account.
All amounts and fees stated or referred to in this agreement:
- shall be payable in pounds sterling;
- are (subject to the provisions set out below) non-cancellable and non-refundable;
- are exclusive of value added tax.
We shall be entitled increase the Subscription Fees at any time during the relevant Subscription Term and we will give you at least 30 days’ notice of such increase, however, such increase in the Subscription Fees shall not take effect until the start of your next Subscription Term.
If, at any time whilst using the Services, you exceed the amount of disk storage space as set out in any usage policy, we shall charge you our then current excess data storage fees.
If we have not received payment within 30 days of the date of the new Subscription Term, and without prejudice to any of our other rights and remedies we may, without liability to you, disable your (and your Invitees’) password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services whilst the relevant Subscription Fees remain unpaid.
Intellectual Property Rights
You hereby acknowledge and agree that we (and/or our licensors) own all Intellectual Property Rights in the Services, the software, the App and any documentation. Except as expressly stated herein, these Terms do not grant you (or any Invitee) any rights to, under or in, any Intellectual Property Rights in respect of the Services, the software, the App and any documentation.
You will own all Intellectual Property Rights in your Customer Data.
We will take all reasonable steps to ensure that your confidential information to which we have access via the App is not disclosed or distributed by our employees or contractors in violation of these Terms.
We may required to disclose your confidential information to the extent such confidential information is required to be disclosed by law, by any governmental or other regulatory authority or by a court or other authority of competent jurisdiction. Where possible we will (to the extent we are legally permitted to do so) give you as much notice of such disclosure as possible.
You hereby acknowledge and agree that details of the Services, the software, the App and any documentation constitutes our Confidential Information and that you will not use or disclose any of our Confidential Information (unless we permit you to do so in writing).
Indemnity & Liability
You shall defend, indemnify and hold us harmless against any claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with your (or your Invitees’) use of the Services and App and/or any documentation.
In the defence or settlement of any claim in relation to third party infringement, we may procure the right for you to continue using the Services; or we may replace or modify the Services so that they become non-infringing; or if such remedies are not reasonably available, terminate this agreement on 2 Business Days’ notice to you without any additional liability or obligation to pay damages or other additional costs to you or your Invitees.
In no event shall we (or our employees, agents and sub-contractors) be liable to you or your Invitees for any infringement to the extent that the alleged infringement is based on:
- a modification of the Services by anyone other than us;
- your or your Invitees use of the Services in a manner contrary to these Terms of any instructions given to by us;
- use of the Services after you are on notice of an alleged or actual infringement.
We shall not be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any:
- outcomes or business development or marketing or opportunities or results obtained from the use of the Services by you or your Invitees;
- loss of profits, loss of business, depletion of goodwill and/or similar losses or loss;
- corruption of data or information;
- pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this agreement.
Our 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 this agreement shall be limited to £100 in total.
We shall have no liability for any damage caused by any errors or omissions in any information or instructions provided in connection with your use of the Services.
All warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement and the Services are provided to you and your Invitees on an “as is” basis.
Nothing in this agreement excludes our liability for death or personal injury caused by our negligence or for our fraud or fraudulent misrepresentation.
Nothing in this agreement excludes your or your Invitees’ liability for any breach, infringement or misappropriation of our Intellectual Property rights.
This section sets out your sole and exclusive rights and remedies. It also sets out our (including our employees’, agents’ and sub-contractors’) entire obligations and liability to you, for any infringement of Intellectual Property right or right of confidentiality.
Term and termination
If you choose the Pay As You Go option you will be able to access the App and Services for time period necessary for you to complete and sign the NDA with your Invitees. You will be able to access to the App and Services for 30 days after the completion of the NDA after which your access to the App and Services will cease and these Terms will automatically terminate.
These Terms shall commence on the start of the Initial Subscription Term and, thereafter, this agreement shall be automatically renewed for successive periods of 12 months (each a Subscription Terms), unless:
- you give us notice in writing, at least 60 days before the end of the Initial Subscription Term or the end of any Subscription Term (in which case this agreement shall terminate upon the expiry of the applicable Subscription Term);
- you fail to make a payment for the relevant Subscription Term;
- they are otherwise terminated in accordance with the provisions of these Terms.
Without affecting any other right or remedy available to it, we may terminate these Terms with immediate effect by giving you written notice if you:
- commit a material breach of any other part of these Terms and (if such breach is remediable) you fail to remedy that breach within a period of 14 days after being notified in writing to do so;
- suspends, or threaten to suspend, payment of your debts or are unable to pay your debts as they fall due or admit your inability to pay your debts or are deemed unable to pay your debts within the meaning of section 123 of the Insolvency Act 1986 (or other equivalent legislation); or you commence negotiations with all or any class of its creditors with a view to rescheduling any of your debts, or makes a proposal for or enters into any compromise or arrangement with your creditors other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or the solvent reconstruction of that other party; you apply to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986; or you take other action or are subject to other actions in relation to bankruptcy or insolvency;
- suspend or cease, or threaten to suspend or cease, carrying on all or a substantial part of your business;
- there is a change of control of the other party (within the meaning of section 1124 of the Corporation Tax Act 2010).
On termination of this agreement for any reason:
- all licences granted under these Terms (including any licences granted to Invitees) shall immediately terminate and you shall immediately cease all use of the Services and/or the App (and shall immediately procure the same from its Invitees);
- we may immediately, without liability to you, disable your (and your Invitees’) password, account and access to all or part of the Services;
- you must immediately delete, destroy or otherwise dispose of any of the Customer Data in your possession; and
- any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.
We shall have no liability to you if we are prevented from or delayed in performing our obligations under these Terms, or from carrying on its business, by acts, events, omissions or accidents beyond our reasonable control and in such circumstances the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for one month or more, we may terminate these Terms by giving you 7 days’ written notice.
No failure or delay by a party to exercise any right or remedy provided under this agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
Rights and remedies
Except as expressly provided in this agreement, the rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.
If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of these Terms.
If any provision or part-provision of these Terms is deemed deleted we shall, in good faith, substitute a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
You acknowledge that in entering into this agreement you are not relying on and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms.
You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in these Terms.
There Terms are personal to you and you shall not assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
We may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms.
No partnership or agency
Nothing in this agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Third party rights
These Terms do not confer any rights on any Invitee or other person or party (other than the parties to this agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.
These Terms and any dispute or claim arising out of or in connection with them or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or its subject matter or formation (including non-contractual disputes or claims).
“App” means the web portal at [INSERT URL];
“Confidential Information” means all confidential or proprietary information that is contained in a NDA that you create in our App; or our confidential and proprietary information that you have access to whilst using the App or Services.
“Customer Data” means the data inputted by you for the purpose of using the Services but excluding any personal data
“Initial Subscription Term” means a period of 12 months from the first date you sign up for a Subscription
“Intellectual Property Rights” means patents, utility models, rights to inventions, copyright and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, know-how and trade secrets and all other rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
“Invitees” means those people that you are inviting to sign contracts;
“Subscription” means the 12 month period which entitles you to access and use the Services in accordance with these Terms;
“Subscription Term” means any subsequent 12 month period commencing on each anniversary of the Initial Subscription Term
“Virus” means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices and the term Viruses shall be construed accordingly
“Vulnerability” means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability, and the term Vulnerabilities shall be construed accordingly