Welcome to this CuppaCare Service, provided by Sara Dunn Associates Ltd, a UK based business (the ‘Company’).
PLEASE READ THIS AGREEMENT (the ‘TERMS’) CAREFULLY. IT IS A LEGAL CONTRACT GOVERNING YOUR USE OF THIS WEBSITE AND THE SERVICE IT OFFERS, INCLUDING USE OF ASSOCIATED MOBILE TECHNOLOGY FROM THE COMPANY (THE ‘SERVICE’). You are not required to accept these Terms but, unless and until you do, you will not be authorized to use the Service.
Modification of Terms
The Company may modify the Terms upon notice to You at any time. You will be provided notice of any such modification by electronic mail or by the Company publishing the changes on the website www.cuppacare.com. You may terminate Your use of the Service if the Terms are modified in a manner that substantially affects Your rights in connection with use of the Service. Your continued use of the Service after notice of any change to the Terms will be deemed to be Your agreement to the amended Terms.
Rights and Restrictions
The Company grants You a non-exclusive and non-transferable license during the period of time that You subscribe (the ‘Term of Agreement’) to use the Service for Your own business purposes or for Your own personal use. If You have been given access to a Trial (or other such demonstration or evaluation based Service), You may only use the Service for demonstration, trial and/or evaluation purposes. You are not permitted or entitled to use the Software for commercial or competitive analysis purposes.
You must provide Your legal full name, a valid email address, and any other information requested in order to complete the sign-up process and will maintain and promptly update the information provided during sign up to keep it true, accurate, current, and complete. If You provide any information that is untrue, inaccurate, outdated, or incomplete, or if the Company has reasonable grounds to suspect that such information is untrue, inaccurate, outdated, or incomplete, the Company may terminate Your user account and refuse current or future use of any or all of the Service.
The Company is committed to protecting the privacy of visitors to our websites and users of our Services. We aim to collect your personal information fairly and tell you how we intend to use the information.
Any content or information you submit to us is at your own risk of loss. By providing content or information to us, you represent and warrant that you are entitled to submit it and that it is not confidential and not in violation of any law, contractual restrictions or other third party rights (including any intellectual property rights).
We do update this Policy from time to time so please do review this information regularly.
You shall not:
- permit other individuals to use the Service except under the terms of this agreement;
- licence, sub-licence, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way;
- modify, translate, reverse engineer, decompile, disassemble (except to the extent that this restriction is expressly prohibited by law) or create derivative works based upon the Service;
- copy or mirror the Service;
- redistribute, encumber, sell, rent, lease, sublicence, or otherwise transfer rights to the Service;
- remove, hide or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Service;
- access or allow access to the Service for competitive purposes or for monitoring its availability or performance or for copying functionality, or deriving product ideas or for any other benchmarking purposes
- grant any third party access to or use of the Service on a service bureau, timesharing, subscription service or application service provider or other similar basis;
- defeat or circumvent, attempt to defeat or circumvent, or authorize or assist any third party in defeating or circumventing controls on the use of the Service;
You are prohibited from posting or transmitting to or from the Service any material:
- that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience; or
- for which You have not obtained all necessary licences, consents, copyright and/or approvals; or
- which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the law of or infringe the rights of any third party, in any country in the world; or
- which is technically harmful (including, without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).
You may not use the Service:
- in any way that breaches any applicable local, national or international law or regulation;
- in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
- for the purpose of harming or attempting to harm minors in any way; or
- to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
The Company shall fully co-operate with any law enforcement authorities or court order requesting or directing the Company to disclose the identity or locate anyone posting any material in breach of clause.
All rights not expressly granted to You herein are hereby reserved by The Company, its suppliers, and its licensors.
Intellectual Property Rights
- All copyright, design right, registered design right, patent, trade mark (whether registered or not), logo, trade name, brand name, domain name, database right or any similar right exercisable in any part of the world, including any application for registration of any patent, trade mark, registered design or similar transferable rights in any part of the world in any part of the Service (including without limitation photographs and graphical images) are owned by the Company or its licensors. Any use of extracts from the Service for any purpose is prohibited.
- All copyright and intellectual property rights in any information uploaded by You or Your Users in connection with the Service shall remain vested in You, Your Users or Your licensors.
You must be eligible to use this Service.
You are ineligible to use this Service if:
- You are not over 14 years of age, or are not over the age restriction for such services eligibility for your country jurisdiction, whichever is the greater.
- You are currently prohibited from using a Cuppa Care account
You must use your real name and have full power and authority to enter into this agreement.
- Whilst the Company endeavours to ensure that the Service is normally available 24 hours a day, the Company shall not be liable if for any reason the Service is unavailable at any time or for any period.
- Access to the Service may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for reasons beyond the Company’s control.
Depending on the specific Service and any alternate Support agreements that may supersede this agreement and always provided there are no amounts payable so that the Service may be regarded as being active, then;
- Support includes access to the online help documentation and the ability to raise a support call with the Cuppa Care support team.
- All software updates, major and minor, are provided.
- Only the current version of software is supported other than by special written arrangement.
- Support is not intended to be a training service, does not offer technical support for use of APIs, or use of third party tools with which our Software may be integrated.
- Support does not cover additional work caused by critical user errors such as data loss and recovery thereof.
- Telephone and email support is not available, other than may be offered specifically to You from time to time.
- Technical support will only be provided for bugs or errors in the Service that are reproducible by the Company. You agree to provide the Company with full and accurate details of all bugs and errors in the Service requested by the Company. You acknowledge that, whilst the Company will use best efforts to rectify any reproducible fault as quickly as possible, the Company provides no warranty that all or any bugs or errors in the Service will be corrected.
While the Company endeavours to ensure that the information provided on and in connection to the Service is correct, the Company does not warrant the accuracy and completeness of such material. The Company may make changes to the material on the Service at any time without notice. The material within the Service may be out of date, and the Company makes no commitment to update such material.
You acknowledge that:
- The Service has not been developed to meet Your individual requirements, and that it is therefore Your responsibility to ensure that the facilities and functions of the Service meet Your requirements;
- It is not possible to test the Service in advance in every possible operating combination and environment; and
- It is not possible to produce a Service known to be error free in all circumstances.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST. TO THE EXTENT PERMISSIBLE, ANY IMPLIED WARRANTIES ARE LIMITED TO NINETY (90) DAYS.
Payments and Upgrades
From time to time we may offer additional Subscribed Personal Services for a payment of a fee. All charges associated with Your use of the Subscribed Personal Service (‘Subscription Charges’) are due in full upon commencement of the Term of Agreement. If You fail to pay Your Subscription Charges within five (5) business days of notice to You by the Company that payment is due or in arrears, or if You do not update payment information upon request by the Company, in addition to other remedies, the Company may suspend or terminate access to and use of the Subscribed Personal Service by You.
No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and the Company does not accept any liability for such loss. The Company reserves the right to contact You about special pricing if You maintain an unusually high level of activity or other Service actions that may cause excessive stress on the Service.
Unless otherwise stated, Subscription Charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, county, provincial or foreign jurisdiction (collectively ‘Taxes’). You are responsible for paying Taxes except those assessable against the Company based on its income. The Company will invoice You for such Taxes if it believes it has a legal obligation to do so and You agree to pay such Taxes if so invoiced.
If You pay by credit card, the Service provides an interface for the account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by the Company, or they may obtain a receipt from within the Service to track subscription status. The Company uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Company.
Term and Termination
This Agreement shall commence on the Date that initial personal registration is received by the Company and shall continue in force thereafter for the Term of this Agreement subject to any renewal thereof.
This Agreement may be terminated:
- forthwith by either party if the other commits a material breach of this Agreement and, in the case of a breach capable of being remedied, fails to remedy it within thirty (30) days of being given written notice from the other party to do so; or
- forthwith by either party if the other passes a resolution for winding up (other than for the purpose of solvent amalgamation or reconstruction), or a court of competent jurisdiction makes an order to that effect; or
- forthwith by either party if the other ceases to carry on its business or substantially the whole of its business; or
- forthwith by either party if the other party is declared insolvent, or convenes a meeting of or makes or proposes to make any arrangement or composition with its creditors; or a liquidator, receiver, administrative receiver, manager, trustee or similar officer is appointed over any of its assets.
Any termination of this Agreement pursuant to this Clause shall be without prejudice to any other rights or remedies You or the Company may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either You or the Company nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.
Upon termination of this Agreement You will cease use of the Service immediately.
You shall not be entitled to assign or otherwise transfer this Agreement without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed.
Any notice to be given by You may be sent by email, fax or recorded delivery to the Company’s UK Head Office. The Company may give notice to You at either the e-mail or postal address You provided to us when registering. Notice will be deemed received and properly served immediately when posted on the Company’s website www.cuppacare.com , 24 hours after an e-mail is sent, or two days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail; that such e-mail was sent to the specified e-mail address of the addressee.
You agree to indemnify and hold harmless the Company, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including lawyer’s fees and costs) arising out of or relating to any claims that You have used the Service in violation of another party’s rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to Your use of the Service, except where such use is expressly authorized in writing by an officer of the Company.
The Company will not be liable for any delay or failure to perform any of its obligations if the delay or failure results from events or circumstances outside our reasonable control (a ‘Force Majeure Event’), including but not limited to acts of God, strikes, lock outs, accidents, war, fire, the act or omission of government, highway authorities or any telecommunications carrier, operator or administration or other competent authority, the act or omission of any Internet Service Provider, or the delay or failure in manufacture, production, or supply by third parties of equipment or service, and the Company shall be entitled to a reasonable extension of its obligations after notifying You of the nature and extent of such events.
The waiver by You or the Company of a breach or default of any of the provisions of this Agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party except as otherwise provided in this Agreement
Invalidity and Severability
If any provision of this Agreement shall be found by any Court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. You and the Company hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.
This Agreement contains the entire Agreement between You and the Company relating to the subject matter and supersedes any previous agreements, arrangements, undertakings or proposals, oral or written. Unless expressly provided elsewhere in this Agreement, this Agreement may be varied only by a document signed by both parties.
Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the law of England and You and the Company hereby submit to the exclusive jurisdiction of the English courts.