This is a legally binding agreement between you and InfluScreen. Please read it carefully before
acceptance.
1. Definitions
For the purpose of these Terms:
1.1 “InfluScreen”, “we”, “us” or “our” means InfluScreen Limited with its registered office in London,
address [Manfield House 6th Floor, 1 Southampton Street, London, WC2R 0LR, England],
doing business as InfluScreen or any of its affiliates or subsidiaries.
1.2 “Customer”, “Client”, “you” or “your” means a natural person or a business entity using
Services.
1.3 “Potential Client” means a natural person or a business entity that: (i) is not and were not the
Customer of InfluScreen in respect of InfluScreen and (ii) requested a test subscription described
in the section 4 herein.
1.4 “Parties” means InfluScreen and the Client.
1.5 "Agreement" means a legally binding agreement concluded between InfluScreen and the
Client consisting of these Terms together with the description of the InfluScreen and applicable
Pricing Appendix.
1.6 “Terms” means these InfluScreen Terms and Conditions of Use: InfluScreen applicable to the
Services provided by InfluScreen.
1.7 "Services" means the services to be provided by InfluScreen under this Agreement.
1.8 "License" shall mean the licenses or sub-licences granted by InfluScreen to the Client.
1.9 “InfluScreen” means the product delivered by InfluScreen, used for verification of companies
which is based on third party data that is gathered by InfluScreen, in order to verify the credibility
and reliability of your potential collaboration partners. Based on the results provided by
InfluScreen, you get a score for the potential collaboration partner.
1.10 “InfluScreen Report” means the report created for the Client as a result of using Services
provided by InfluScreen; results may be provided via the website or as a PDF file.
1.11 "Customer Content" means any and all text, data and other materials supplied by or on
behalf of you to us in connection with this Agreement for the purpose of providing the Services
by InfluScreen.
1.12 "Effective Date" means the date from which the Customer receives access to the Services.
Effective Date may not be earlier than InfluScreen receives payment for the Services.
2. Application scope. Accepting these Terms.
2.1 Deviating Terms and Conditions provided by the Customer will not become part of this
Agreement unless they are expressly recognized by InfluScreen in writing or text form. The
provision of Services without any objection by InfluScreen does not constitute an acceptance of
the Customer's Terms and Conditions. These Terms apply solely to the Services by InfluScreen.
2.2 These Terms must be accepted before using the Services. If you do not agree to these Terms,
you may not use the Services. When you use the Services, you represent and warrant that you
have the legal capacity to form a binding contract with us and are doing so by your agreement to
these Terms. These Terms were last updated and are effective as of the date first noted above.
From time to time, and at our sole and absolute discretion, we may update these Terms.
3. Services, Fees and Payment
3.1 The specification of Services is determined by the Customer prior to the conclusion of the
contract. InfluScreen provides the Client with the comprehensive information regarding fees.
3.2 Pursuant to the chosen InfluScreen setup, you agree to pay us for the chosen Services. The
Pricing Appendix includes net prices.
3.3 The payment dates applicable under this Agreement are as follows: all payments are due
immediately. If payment is not received, InfluScreen reserves the right to restrict or
terminate the access to the InfluScreen Content Site until any amounts are paid. Payments
shall be made by credit / debit card. If payment is not made within 60 days, the Agreement
will automatically expire.
4. Ownership; Grant of Licenses; Third Party Materials
4.1. All right, title and interest in and to the InfluScreen Content or other such data as provided by
InfluScreen and all designs, discoveries, inventions, products, procedures, improvements,
developments, drawings, notes, documents, documentation, information and other materials
made, conceived and/or developed by or on behalf of InfluScreen hereunder, including, without
limitation, all rights under copyright, patent, trademark, common law and all other proprietary
rights with respect thereto (“InfluScreen IP Rights”), shall remain the sole and exclusive property of
InfluScreen. All Customer Content or other information considered as the Customer’s proprietary
information shall remain the property of the Customer.
4.2 We hereby grant you and your legal representatives, inside and outside counsel, during the
term of this Agreement a non exclusive, non-transferable, non-sublicensable limited right and
license to access the InfluScreen Content for your internal purposes. You may not resell, sublicense
or otherwise make access to the InfluScreen Content available to third parties, without our written
consent but you may use the content in communications with or legal actions against suspected
violators. You may print, copy or download information.
4.3 All rights not expressly granted to the Client are reserved by InfluScreen and, if applicable, its
licensors or other entities.
4.4 InfluScreen owns the intellectual property rights to each InfluScreen Report. Permission to the
client is hereby granted to lawfully access and use the content within the limitations of service
with InfluScreen. The Customer may not sell, transfer, sublicense, distribute, commercially exploit
or otherwise make available to, or use for the benefit of, any of the Services or InfluScreen
Reports. The Customer may not include the Service in any product or service which the Customer
sells.
4.5 Except as expressly provided herein access to the Services does not grant the Customer any
database rights or rights in the copyright, trademarks or any other intellectual property rights of
InfluScreen or any third party. The Services are protected by copyright and other intellectual
property rights.
4.6 The Customer is not permitted and will not allow any third party to adapt, alter, modify, reverse
engineer, de-compile or otherwise interfere with any element of the Services without InfluScreen’s
written permission.
5. Trademarks, Servicemarks and Logos
Neither Party will make any use of Trademarks, Service marks, logos and/or other proprietary
designations licensed to or owned by the other (“Marks”) without first obtaining, for each use, the
other’s written consent and approval of the materials in which the same are to be used. Each Party
will not at any time do or cause to be done any act or thing contesting or in any way impairing or
intending to impair any part of the other’s right, title and interest in and to such Marks.
6. Confidentiality & Personal Data
6.1 During the term of this Agreement, the Parties may make available to each other personal
data, various confidential data, materials and information relating to their respective businesses
(collectively, the “Confidential Information”). This section shall apply to all Confidential Information
disclosed to the other party, regardless of whether the information is made available through the
InfluScreen Site or InfluScreen Reports, through electronic mail, by uploading, downloading,
presentations, proposals, customers references, business plans, operational know-how, technology
implementations or otherwise, except that the definition of Confidential Information shall not
apply to any information which (i) the recipient can establish was already in the public domain at
the time of the disclosure; (ii) is subsequently learned from an independent third party free of any
restriction and without breach of this Agreement; (iii) is or becomes publicly available through no
wrongful act of either party; or (iv) is independently developed by one party without reference to
any Confidential Information of the other; or (v) is required by law, regulation, or valid court or
government order to be disclosed, in which case the recipient will notify the disclosing party
before so disclosing such information, so that the disclosing party may seek a protective order.
Each party may make use of such Confidential Information for its own internal purposes, subject
to the limitations of this section 6.1. Both parties hereby agree that they will maintain the
confidentiality of the other party’s Confidential Information and will not disclose the Confidential
Information to any third party, except as may be required by law, and then only after having given
the other party prior notice and a reasonable opportunity to obtain a protective order. Both
Parties acknowledge that a breach of this section may result in irreparable harm to the other party
and the prohibition on disclosure of Confidential Information may be enforced by seeking
injunction by a court of competent jurisdiction.
6.2 For the purpose of conducting the research, the Client is in need of providing specific entity
related information to InfluScreen. This information contains: (i) mandatory information:
business name; (ii) optional information: XXXX. The Client as a controller entrust processing of
this data to InfluScreen as a processor and agrees, that InfluScreen may use the provided
information, to screen it against various online databases, to retrieve information relating to
complaints, fraud warnings, AML issues and other indications relating to the areas of reputational,
content, financial, money or transaction laundering risk. For this purpose, InfluScreen may provide
this data to a third party without identifying the source (the Customer) or the nature of the
request and only after conclusion of written contract with that entity that shall warrant the
processing of personal data in accordance with the law (if any personal data are processed in a
specific case). InfluScreen shall inform the Customer about any intended changes concerning the
addition or replacement of other processors, and the Customer may object to such changes.
However, as such objection may lead to inability to proper performance of the Agreement, in such
situation InfluScreen reserves the right to terminate the Agreement without prior notice.
6.3 The Client understands that all InfluScreen Reports are confidential and may not be
communicated to the researched Entity or other third parties.
7. Limited Warranty and Limitation of Liability
7.1 You agree to abide by all applicable laws in connection with your use of the Services, including
those related to intellectual property rights, data privacy, international communications and the
transmission of technical or personal data. The Services may be used only for lawful purposes and
in a lawful manner.
7.2 You represent, warrant and covenant to us that you have the full right to identify and provide
us with the verified entities details and to authorize us to review these entities. You represent and
warrant that you are entitled to process and entrust processing of personal data to us under
applicable law in scope that is demanded by The Agreement, especially that such entrustment is
compliant with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27
April 2016 (GDPR) and Directive (EU) 2015/849 of the European Parliament and of the Council of
20 May 2015 (4th AML Directive).
7.3 The InfluScreen Reports contain Internet information created and maintained by third parties,
and we do not endorse or approve of any such information. We cannot warrant or guarantee that
the third-party information accessed, obtained, downloaded or copied from the InfluScreen Site
will be timely, accessible by you and/or that such information will not contain adult-oriented
material, be virus infected, or otherwise contain potentially objectionable or damaging content.
Although we attempt to include the most relevant information in each InfluScreen Report, all
InfluScreen Reports created in connection with InfluScreen usage are based on third party
information that is gathered by InfluScreen and the results are not false/positive cleared. We make
no warranty, express or implied, with respect to the content of any InfluScreen Reports delivered
under this Agreement or any other information contained on the InfluScreen Site.
7.4 The Client agrees and understands that the InfluScreen Report is created to support the
client's decision process for collaborating with a potential partner. The aim of InfluScreen is to
facilitate a Customer’s decision on whether to engage in a collaboration with a potential partner. It
is neither a binding recommendation to proceed or not to proceed with the collaboration.
Furthermore, it is not considered as a legal opinion and/or as a business advisory and/or financial
advisory. The InfluScreen Service is not intended to be used as the sole basis for any decision
making and is based upon data which is provided by third parties, the accuracy of which it would
not be possible for InfluScreen to guarantee. InfluScreen does not take any liability for any
decisions made, including business decisions.
7.5 Whilst InfluScreen aims always to maintain a quality, fully operative service, the Services and
third party services are nonetheless provided on an "as is", as available basis without warranties of
any kind, whether express or implied. Specifically, InfluScreen gives the Customer no warranty or
assurance about the contents of the Services or the completeness of the InfluScreen Report.
Whilst InfluScreen does endeavour to maintain the accuracy and the quality of the Service,
information contained may be incorrect or out of date. Therefore, any use of the Service is at the
Customer’s own risk.
7.6 We make no warranty that the InfluScreen Site will be accessible at any particular speed or
throughput from any other site on the Internet. We will host the InfluScreen Site using such
hardware, software and connections to the Internet as we, in our sole discretion, believe to be
appropriate. We make no performance or other warranty, express or implied, with respect to the
adequacy of such hardware or connection for your purposes for the InfluScreen Site.
7.7 InfluScreen shall not be liable in the event of force majeure. Force majeure comprises all
circumstances and events outside the scope of responsibility of InfluScreen, such as strikes,
lockout, natural events, catastrophes, official intervention, legal prohibitions or other events
impeding InfluScreen without its fault to perform its Services.
7.8 THE EXPRESS REPRESENTATIONS, WARRANTIES AND COVENANTS SET FORTH ABOVE IN THIS
SECTION 7 AND ELSEWHERE IN THIS AGREEMENT ARE THE ONLY WARRANTIES MADE BY
INFLUSCREEN. INFLUSCREEN MAKES NO IMPLIED WARRANTIES WHATSOEVER, INCLUDING ANY
IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
7.9 EXCEPT WITH RESPECT TO A THIRD PARTY’S CLAIM OF INTELLECTUAL PROPERTY
INFRINGEMENT CONCERNING THE INFLUSCREEN SITE OR THE SERVICES PROVIDED HEREUNDER,
IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR INCIDENTAL, SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, ANY CLAIMS FOR
LOST PROFITS OR LOST SAVINGS, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. INFLUSCREEN’S LIABILITY IN TORT, CONTRACT OR OTHERWISE SHALL BE
EXCLUDED.
8. Disclaimer
INFLUSCREEN IS A PRODUCT CREATED TO CONDUCT THE QUERIES IN ORDER TO FACILITATE THE
CUSTOMER DUE DILIGENCE PROCESS. IT FACILITATES THE COMPANIES’ VERIFICATION AND
DETECTION OF COMPLAINTS, FRAUD WARNINGS, AML ISSUES AND OTHER INDICATIONS
RELATING TO AREAS OF REPUTATIONAL, CONTENT, FINANCIAL, MONEY OR TRANSACTION
LAUNDERING RISK. THE SOLUTION IS BASED ON THIRD PARTY DATA THAT IS GATHERED BY
INFLUSCREEN, THEREFORE OUR REPORTS CONTAIN INTERNET INFORMATION CREATED AND
MAINTAINED BY THIRD PARTIES, AND WE DO NOT ENDORSE OR APPROVE OF ANY SUCH
INFORMATION. WE CONDUCT A RESEARCH ON THE BASIS OF THE INFORMATION PROVIDED BY
THE CLIENT. ALTHOUGH WE ATTEMPT TO INCLUDE THE MOST RELEVANT INFORMATION IN EACH
INFLUSCREEN REPORT, ALL REPORTS ARE SOLELY BASED ON THIRD PARTY INFORMATION THAT
IS GATHERED BY INFLUSCREEN AND THE RESULTS ARE NOT FALSE/POSITIVE CLEARED BY
DEFAULT. WE MAKE NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE CONTENT OF
ANY INFLUSCREEN REPORTS DELIVERED AS A RESULT OF INFLUSCREEN SEARCH OR ANY OTHER
INFORMATION CONTAINED ON THE INFLUSCREEN SITE. THE CLIENT AGREES AND
UNDERSTANDS THAT THE INFLUSCREEN REPORT IS CREATED TO SUPPORT THE CLIENT'S
DECISION PROCESS ON COLLABORATING WITH POTENTIAL PARTNERS. IT IS NEITHER A BINDING
RECOMMENDATION TO PROCEED OR NOT TO PROCEED WITH THE COLLABORATION.
FURTHERMORE, IT IS NOT CONSIDERED AS A LEGAL OPINION AND/OR AS A BUSINESS
ADVISORY AND/OR FINANCIAL ADVISORY. THE INFLUSCREEN SERVICE IS NOT INTENDED TO BE
USED AS THE SOLE BASIS FOR ANY DECISION MAKING AND IS BASED UPON DATA WHICH IS
PROVIDED BY THIRD PARTIES, THE ACCURACY OF WHICH IT WOULD NOT BE POSSIBLE FOR
INFLUSCREEN TO GUARANTEE. INFLUSCREEN DOES NOT TAKE ANY LIABILITY FOR ANY
DECISIONS MADE BY THE CLIENT.
9. Indemnification
The Customer agrees to indemnify, defend and hold InfluScreen, its parents, subsidiaries, affiliates,
officers and employees harmless from any loss, cost, damage, claim or demand, including
reasonable legal fees, made by any third party or incurred or suffered by InfluScreen or its parents,
subsidiaries, affiliates, officers or employees in connection with the Customer’s use of the Services
in breach of this Agreement.
10. Term and Termination
10.1 This Agreement shall commence on the Effective Date, and shall continue until the
InfluScreen Report has been delivered. Each subsequent purchase of an InfluScreen Report results
in the conclusion of a new Agreement under the terms and conditions specified in the applicable
Terms. InfluScreen shall have the right to terminate this Agreement in the event the Client fails to
comply with any material provision of this Agreement (including payment obligations) and such
noncompliance is not remedied within ten (10) days after written notice thereof has been given by
InfluScreen.
10.2 Upon the expiration or earlier termination of this Agreement by either party, each party will
promptly return or destroy any Confidential Information of the other and the Customer’s access to
the InfluScreen Site and delivery of future InfluScreen Reports will be immediately terminated. In
the event of an early termination, Customer will also be responsible for the payment of any
applicable fees set forth in Section 3, pro-rated to the effective date of termination.
Notwithstanding the foregoing, the provisions of Sections 6, 7, 8, 9 and 11 shall survive
indefinitely.
11. Miscellaneous
11.1 This Agreement shall be binding upon and inure to the benefit of the Parties and their
respective successors-in-interest.
11.2 The validity, construction, enforcement and effect of this Agreement shall be governed by the
laws of the United Kingdom without giving effect to the principles of conflicts of law. InfluScreen
and Customer expressly consent to the jurisdiction of an applicable court in the London, United
Kingdom.
11.3 No failure by either Party to exercise, or any delay in exercising, and no course of dealing,
with respect to any right of such Party regarding an obligation of the other Party to this
Agreement, shall operate as a waiver thereof, unless, and then only to the extent agreed to in
writing by both Parties. Any single or partial exercise by either Party of any of its rights shall not
preclude such Party from any other or further exercise of such right or the exercise of any other
right. Any single or partial waiver by either Party of any obligation of the other Party under this
Agreement shall constitute a waiver of such obligation only as specified in such waiver and shall
not constitute a waiver of any other obligation.
11.4 If any one or more of the provisions of this Agreement shall be held invalid or unenforceable,
the validity and enforceability of all other provisions of this Agreement shall not be affected
thereby.
11.5 This Agreement constitutes the entire agreement of the Parties and supersedes all prior
agreements between the Customer and InfluScreen with respect to the matters addressed herein.
This Agreement can only be modified upon a prior consent of both Parties.
11.6 The Client has the possibility to participate in the Reference Customer Program. InfluScreen is
granted the right to display the client as one of his customers in publications and on the website
of InfluScreen. The aforesaid display shall not be construed as an agency, partnership, joint
venture or any other relationship between the Parties, except the contractual relationships
established in pursuant to and in furtherance of this Agreement.
