This Agreement is between the company or organisation for which you are an authorised representative (“you”) and ISEAL Alliance, which has its registered office at The Green House, 244-254 Cambridge Heath Road, London E2 9DA, United Kingdom (“ISEAL” or “we” or “us”). The Agreement applies to your use of (including any access to and downloading from) the Evidensia Platform (together with any materials and services available therein, and any subsequent versions of the Evidensia Platform, the “Platform”).
By clicking or tapping any button or box marked “accept,” “agree” or “ok” (or a similar term) referencing this agreement, you agree to be bound by this agreement and affirm that you are of legal age where you live and have the legal capacity to enter into this agreement as an individual or as an authorized representative of your organisation.
1 Your Rights
Subject to your compliance with this Agreement, and for so long as you are permitted by ISEAL to use the Platform, you may view and use any portion of the Platform to which we provide you access under this Agreement, solely in accordance with the functionality that we make available to you. You use the Platform at your own risk, and we make no representations or warranties that the Platform will be suitable for your intended use or any particular purpose.
- We may change this Agreement from time to time by notifying you of such changes by the means specified for notices in Section 16 at least two weeks before they become effective. If you do not object to such changes becoming effective within that time period, your consent to such modification is deemed given. You will be informed about this effect of your silence in the notification. If you object to the modifications becoming effective, we may terminate the Agreement with immediate effect. Also, your clicking or tapping any button or box marked “Accept,” “Agree” or “OK” (or a similar term) in connection with being notified about the change and a reviewable version of the new terms will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. Any such changes will not apply to any dispute between you and us arising prior to the date on which the change becomes effective. It is your responsibility to ensure that you keep up-to-date with any changes to this Agreement, including its termination under Section 12 below, whether or not we provide prior notice.
- We may modify all or part of the Platform at any time. When making changes to the portion of the Platform used by you based on the terms of this Agreement, we shall take into account your reasonable interests. A change is deemed reasonably acceptable for you in particular if it is necessary to adapt the Platform to changed circumstances with regard to technological developments (in particular information security developments), market requirements, as well as any changes in the applicable law, and in case of any new features, functions, or services added to the Platform. If a change to the Platform is not reasonably acceptable to you, you have the right to terminate this Agreement without notice and cease all further use of the Platform.
- At any time and without liability or prior notice, we may suspend or discontinue all or part of the Platform (including access to the Platform via any third-party links), or offer opportunities to some or all Platform users. We reserve the right to introduce new features or functionality for which the payment of fees may be required.
3 Information Submitted Through the Platform
4 Jurisdictional Issues
The Platform may not be appropriate or available for use in some jurisdictions. Any use of the Platform is at your own risk, and you must comply with all applicable laws, rules and regulations in doing so. We may limit the Platform’s availability at any time, in whole or in part, to any person, geographic area or jurisdiction that we choose
5 Rules of Conduct
In connection with the Platform, you must not:
- post, transmit or otherwise make available through or in connection with the Platform any materials that are or may be:
- (i) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others;
- (ii) defamatory, libellous, fraudulent or otherwise tortious;
- (iii) obscene, indecent, pornographic or otherwise objectionable;
- (iv) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner;
- post, transmit or otherwise make available through or in connection with the Platform any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”);
- use the Platform for any purpose that is fraudulent or otherwise tortious or unlawful;
- harvest or collect information about users of the Platform;
- use the Platform for any commercial solicitation purposes, or transmit through or in connection with the Platform, any spam, chain letters or other unsolicited communications;
- interfere with or disrupt the operation of the Platform or the servers or networks used to make the Platform available, including by hacking or defacing any portion of the Platform (including any content available thereby); or violate any requirement, procedure or policy of such servers or networks;
- restrict or inhibit any other person from using the Platform;
- reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, distribute or otherwise exploit any portion of the Platform except as expressly authorized herein, or as explicitly stated on the Platform without ISEAL’s express prior written consent;
- reverse engineer, decompile or disassemble any portion of the Platform, except to the extent that such restriction is expressly prohibited by applicable law;
- remove any copyright, trademark or other proprietary rights notice from the Platform;
- frame or mirror any portion of the Platform, or otherwise incorporate any portion of the Platform into any product or service, without ISEAL’s express prior written consent; or
- use any robot, spider, Platform search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather Platform content, or reproduce or circumvent the navigational structure or presentation of the Platform, without ISEAL’s express prior written consent.
- The Platform makes available content, information, data, materials, services functionality or other resources (collectively, “Resources”), as well as references and links to such Resources. Resources may be made available and owned by ISEAL (“ISEAL Resources”) or by third parties, and are not intended to amount to advice on which you should rely. We make no representations as to the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of any or all of the Resources and the Platform, or any intellectual property rights therein. Resources are subject to change at any time without notice.
- We disclaim all liability and responsibility arising from any reliance placed on any Resources by you or any other user of the Platform, or by anyone who may be informed of the content of any Resources, except with regard to defects of such Resources that were known by us and fraudulently not disclosed by us.
Third Party Resources
- Certain Platform functionality may make available access to Resources made available and owned by third parties (“Third Party Resources”), or allow for the routing or transmission of Third Party Resources, including via links. By using such functionality, you are directing us to access, route and transmit to you the applicable Third Party Resources.
- We neither control nor endorse, nor are we responsible for, any Third Party Resources, including the accuracy, validity, timeliness, completeness, reliability, integrity, quality, legality, usefulness or safety of Third Party Resources, or any intellectual property rights therein. Certain Third Party Resources may, among other things, be inaccurate, misleading or deceptive. Nothing in this Agreement will be deemed to be a representation or warranty by ISEAL with respect to any Third Party Resources. We have no obligation to monitor Third Party Resources, and we may block or disable access to any Third Party Resources (in whole or part) through the Platform at any time. In addition, the availability of any Third Party Resources through the Platform does not imply our endorsement of, or our affiliation with, any provider of such Third Party Resources even if such Third Party Resources are marketed or distributed via the Platform or any of the other Resources provided by us, nor does such availability create any legal relationship between you and any such provider.
- You agree and acknowledge that:
- the relevant third parties, and not ISEAL, are solely responsible for their Resources (including technical support), the content on their websites and their use of your data;
- ISEAL will not have any liability to you for third parties or Third Party Resources; and
- you will not use the Third Party Resources in any manner that would infringe or violate the rights of ISEAL or any other party.
- Some Third Party Resources will be marked on the Platform as “Creative Commons Content”. Creative Commons Content will be identified with a Creative Commons icon and subject to the terms of the relevant Creative Commons licence. If you use any Creative Commons Content, you agree to abide by the terms of the applicable Creative Commons licences, as indicated on such Creative Commons Content.
- Your use of Third Party Resources is at your own risk and is subject to any additional terms, conditions and policies applicable to such Third Party Resources (such as terms of service or privacy policies of the providers of such Third Party Resources).
ISEAL Resources and Jointly Owned Resources
- ISEAL Resources that are available on the Platform are offered by ISEAL subject to additional terms and conditions that may accompany each Resource. Certain Resources may be jointly-owned by ISEAL and a third party, or may use or require third party Application Programming Interfaces or technology (“Jointly-Owned Resources”). Where terms and conditions are not specified on an ISEAL website or expressly linked or associated with each such ISEAL Resource, you agree that:
- your rights to use the ISEAL Resources are non-transferable, non-exclusive, revocable and terminable at any time;
- ISEAL Resources are provided “AS IS” and “AS AVAILABLE” without any express or implied guarantees and warranties; and
- ISEAL may modify the terms and conditions applicable to ISEAL Resources at any time.
- If you do not agree with all terms, you do not have rights to use the ISEAL Resources, and you must immediately cease all use and access. Where Jointly-Owned Resources are hosted or provided by Third Parties, the provisions of Section 3 of this Agreement shall apply.
7 Intellectual Property Rights
- You acknowledge that all intellectual property rights in the Platform and all Resources belong to us or our licensors. You have no rights in, or to, the Platform other than the right to access it in accordance with this Agreement.
- You are permitted to make use of the Platform and Resources, for example by accessing and downloading them, and/or using them for your own research or work. All other use of the Platform, for example the storage or reproduction of (a part of) the Platform in any external site or the creation of links, hypertext links or deep links between the Platform and any other platform or internet site, is prohibited without the express written consent of ISEAL. Screen-scraping or web-scraping is prohibited without the express written consent of ISEAL.
- All trade names, trademarks, service marks, logos, symbols and copyrightable works available through the Platform are the property of their respective owners and, except for the rights that you grant to ISEAL under Section 7, nothing contained on the Platform or in this Agreement should be construed as granting any right to use any trade names, trade marks, service marks, logos or copyrightable works without the express prior written consent of the owner.
- You may not use our trade names, trade marks, service marks, logos, symbols or copyrightable works (including, but not limited to, the ISEAL logo used on page 1 of this document (“ISEAL Marks”) without our prior written consent. You agree not to use ISEAL Marks in connection with any product or service that is not ours, or in any manner that is likely to cause confusion.
- You have the right to use and download Third Party Resources for your own personal use, or internal business purposes, but you may not use the trade names, trade marks, service marks, logos or copyrightable works of any third parties (“Third Party Marks”) to which you may have access as a result of your use of Third Party Resources without the express prior written consent of the owner of the relevant Third Party Mark.
Subject to applicable data protection law, we may (but have no obligation to) monitor, moderate and/or analyse your use of the Platform. We may disclose information regarding your access to and use of the Platform, and the circumstances surrounding such access and use, to third parties as permitted by applicable data protection law.
9 Disclaimer of Warranties
The Platform and any Resources (including any Third Party Resources) are made available to you without any warranties of any kind, except with regard to defects that have been fraudulently concealed by ISEAL. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to the Platform or any content on it, whether express or implied. All disclaimers of any kind (including in this Section 9 and elsewhere in this Agreement) are made for the benefit of both ISEAL and its affiliates and their respective owners, directors, officers, employees, affiliates, agents, representatives, licensors, suppliers and service providers, and their respective successors and assigns (collectively, the “ISEAL Parties”).
10 Limitation of Liability
- Unless otherwise agreed in writing between the Parties under applicable license terms signed by both Parties, the following provisions shall apply.
- All claims against ISEAL for compensation or damages and reimbursement of expenditures, regardless of the legal nature of the respective claim (e.g. contractual claims, claims arising from tortious acts or under competition law) (collectively the “Damages”) are subject to the limitations of liability set out in this Section 10.
- Nothing in this Agreement excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
- We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with your use of, or inability to use, the Platform, or your use of or reliance on the Resources on the Platform.
- To the fullest extent permitted under applicable law: (a) no ISEAL Party will be liable either for any indirect or consequential damages of any kind arising out of or in connection with your use of or reliance on the Resources on the Platform, nor for any damages for diminution of value, loss of profits, loss of revenue, loss of business, loss of use or data, loss of goodwill, in either case whether under any contract, tort (including negligence), strict liability or other theory and even if advised in advance of the possibility of such damages or losses; (b) your sole and exclusive remedy for dissatisfaction with the Resources or the Platform is to stop using the Platform; and (c) the maximum aggregate liability of all ISEAL Parties, collectively, to you for all damages, losses and causes of action, whether in contract, tort (including negligence) or otherwise, will be equal to the greater of (i) the total amount, if any, paid by you to ISEAL in connection with this Agreement; and (ii) £100.
- We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to its downloading of any content on the Platform, or on any website linked to the Platform.
To the fullest extent permitted under applicable law, you agree to defend, indemnify and hold harmless each ISEAL Party from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees and expenses) arising out of or relating to:
- (a) your use of, or activities in connection with, the Platform (including Your Submissions)
- (b) any infringement or alleged infringement of this Agreement by you.
12 Termination and Suspension
This Agreement is effective until terminated. You may terminate the Agreement at any time and without prior notice. ISEAL may terminate this Agreement for convenience with two weeks’ prior notice. ISEAL’s right to terminate the Agreement for cause remains unaffected. ISEAL may suspend your right to use the Platform at any time and without prior notice if ISEAL reasonably believes that you have violated or acted inconsistently with this Agreement, or if ISEAL reasonably believes this to be necessary to preserve the security or integrity of the Platform. Upon any such termination or suspension becoming effective, your right to use the Platform will immediately cease. Any provision of this Agreement that expressly or by implication is intended to come into or continue in force on or after termination of this Agreement shall remain in full force and effect.
13 Governing Law
This Agreement, your use of (including any access to) the Platform and all related matters are governed solely by, and construed solely in accordance with, the laws of the England and Wales. You and ISEAL both agree that the courts of England and Wales will have exclusive jurisdiction.
14 Information or Complaints
If you have a question or complaint regarding the Platform, please send an e-mail to [[email protected]]. You may also contact us by writing to the postal address that is found on our website. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us.
15 Copyright Infringement Claims
We are committed to respecting the legal rights of copyright owners, including those who believe that material appearing on the Internet infringes their rights under either or both of English and U.S. copyright law (including the Digital Millennium Copyright Act of 1998). If you believe in good faith that materials available from the Platform infringe your copyright, you may send to ISEAL a written notice by post or e-mail, requesting that ISEAL remove such material or disable access to it. If you believe in good faith that someone has wrongly submitted to us a notice of copyright infringement involving content that you made available through the Platform, you may send to ISEAL a counter-notice. Notices and counter-notices must be sent in writing to ISEAL as follows:
by mail to:
ISEAL Alliance, The Green House, 244-254
Cambridge Heath Road, London, E2 9DA;
by e-mail to:
We suggest that you consult your legal advisor before sending a notice or counter-notice. It is ISEAL’s policy to terminate, in appropriate circumstances, a Platform user’s right to use the Platform if they are deemed by ISEAL to be repeat infringers.
- This Agreement does not, and will not be construed to, create any partnership, joint venture, employer-employee, agency or franchisor-franchisee relationship between you and ISEAL.
- If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision.
- You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction.
- No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default.
- Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular will have the same meanings when used in the plural, where appropriate and unless otherwise specified.
- Any use of the term “including” or variations thereof in this Agreement will be construed as if followed by the phrase “without limitation.”
- This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and ISEAL relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and ISEAL relating to such subject matter.
- Notices to you (including notices of changes to this Agreement) may be made via posting to the Platform or the associated user community page by e-mail to the most recent email address that you have provided to us (including in each case via links), or by regular mail to the most recent mailing address that you have provided to us.
- Under this Agreement, ISEAL is acting on behalf of affiliates controlled by, under common control with, or controlling ISEAL who are not parties to the Agreement but may be entitled to enforce applicable provisions by virtue of the Contracts (Rights of Third Parties) Act 1999.
- Without limitation, a printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
- ISEAL will not be responsible for any failure to fulfill any obligation due to any cause beyond its control.