Terms of Service

What you expect from Savvy and what we expect from you.

Savvy Terms of Service

Published: January 1st 2018

Hello and welcome to Savvy, it’s great to have you onboard. Savvy is designed to capture, store, surface, share and facilitate the verification of relevant content that you or your team use on a frequent basis.

These terms of service ("Terms") govern your (in which "your" and "you" will refer to you, your company or business) access to and use of certain websites, services, content and software applications (collectively, the "Service") of Explaain LTD. ("Savvy", "we", "our", or "us"). The particular Service which we will make available to you hereunder will be that which is specified in an online billing page or other ordering document which is submitted by you, accepted by us, and which references these Terms (in each case, an "Order"). These Terms also apply if you have signed up to use our Service during a trial period. By using our Service or clicking a box indicating your acceptance, you are agreeing to be bound by these Terms and acknowledge that you have reviewed and agree to Savvy's Privacy Policy. If you are entering into these Terms on behalf of a company or business, you represent that you have the authority to bind such entity and its affiliates to these Terms. If you do not agree to be bound by these Terms and our Privacy Policy, then you must not use the Service. Should you have any questions surrounding these Terms, please contact hello@heysavvy.com.

Registration

With exception to accessing the public areas of Savvy's website, when using our Service, you will be required to register with your e-mail address. If authenticating to the Service using a third party account (i.e. Google SIgn-In), you must adhere to the authentication and rights of use setforth by such third party service. You represent and warrant that you have the right and authority to access the Service via your e-mail address.

If you access the Service with an e-mail address provided by your employer, you confirm that it is permissible for you to use such e-mail address associated with your employer's domain and that your use of the Service shall be in compliance with your employer's terms and policies, as well as any third party service authentication and rights of use policies (i.e. Google Sign-In). Please refer to your employer or e-mail provider if you have questions regarding their access rights and their data handling practices. Savvy cannot control, and is not responsible for, the practices or restrictions imposed by your employer and/or e-mail provider surrounding your use of the Service.

Content Within Savvy

Our Service allows you to share information, text, communications, web links, e-mail messages and other data ("Content", including what we refer to as "cards" or "boards" or "Savvy Cards" or "Savvy Boards") with others. When using our Service, you control what Content you share.

You agree and warrant that you will only upload, copy, share or otherwise utilise (collectively, "Use") Content on or through the Sites that you have the right and authority to Use. You are responsible for securing any necessary rights from others in order to Use any Content belonging to them. You recognise and agree that, once you upload or otherwise share Content through the use of our Service, such Content may be re-distributed to others who are permitted or enabled by your organisation to use the Service. Any of the users in this distribution stream may then re-distribute, copy, modify, delete and/or otherwise use (collectively, for purposes of this provision, "Use") the Content and, since all such Uses are outside of the control of Savvy, Savvy is not responsible or liable in connection with any such Use (including any misuse) of your Content.

We are not responsible or liable for the Content you post or share via the Service. While certain of our employees, contractors and/or agents may access and/or review the Content and your conduct in order to support the operation of the Service, to determine compliance with these Terms and for other purposes that we describe in our Privacy Policy, we have no obligation to do so.

Your Responsibilities

You are responsible for: (a) ensuring the quality and accuracy of the Content; (b) ensuring that the Content, and your conduct in connection with your use of the Service, complies with these Terms; (c) ensuring that you do not upload, copy, download, use or share Content unless you have the right to do so; (d) promptly handling and resolving any notices and claims relating to the Content, including any notices sent to you by any person claiming that any Content violates any person's rights; and (d) maintaining appropriate security by protecting your account information (including your password and other login information) for the Service. You shall notify us immediately of any unauthorised use or loss of any of your account information or any other breach of security with respect to your use of the Service.

Our Acceptable Use Policy

In connection with your use of our Service, you are prohibited from (1) accessing, tampering with, reverse engineering, disassembling or decompiling all or any part of the Service, or using non-public areas or parts of the Service (including source and object code), or shared areas of the Service for which you have not been granted express rights of use, or attempting to use or gain unauthorised access to our or to any third-party's networks or equipment; (2) permitting other individuals or entities to copy all or any portion of the Service; or leasing, selling, distributing, sub-licensing or reselling the Service, or using the Service in an outsourcing or service bureau arrangement or otherwise for the benefit of a third party; (3) providing unauthorised access to or use of any user IDs, login keys or passwords or other account information that we may provide you to enable you to activate or access the Service; in this regard, you are expressly prohibited from using shared e-mail addresses or group e-mail addresses; (4) attempting to probe, scan or test the vulnerability of the Service or any system or network of Savvy or any of our customers or suppliers; (5) interfering or attempting to interfere with any service which we provide to any user, host or network; (6) engaging in fraudulent, offensive or illegal activity of any nature; (7) uploading, copying, sharing or utilising any content, or engaging in any activity, that is pornographic, obscene, harassing, abusive, slanderous or defamatory or that encourages, promotes or expresses racism, hatred, bigotry or violence; (8) uploading, copying, sharing or utilising any Content, or engaging in any activity, that infringes the intellectual property rights or privacy rights of any individual or third-party; (9) transmitting unsolicited bulk or commercial messages; (10) distributing worms, Trojan horses, viruses, corrupted files or any similar items; (11) restricting, inhibiting, interfering with or otherwise disrupting or causing a performance degradation to any Savvy (or Savvy supplier) facilities or systems used to deliver the Service; or (12) modify or create derivative works of the Service. Savvy may in its sole discretion determine whether your use of the Service is a violation of this Acceptable Use Policy and, if so, we may suspend or terminate your ability to use the Service. You are responsible for ensuring that your users comply with our Acceptable Use Policy and the other terms and conditions herein.

Our Responsibilities

Savvy is responsible for providing the Service in accordance with these Terms. We will implement commercially reasonable measures which are designed to safeguard and protect the security, confidentiality and integrity of information that you provide to or through the Service (including your Content).

Marketing and Publicity

Upon your prior written consent, which consent shall not be unreasonably withheld, Savvy shall have the right to use your name and Service-related statements for marketing or promotional purposes on Savvy's website and/or in other communications with existing or potential Savvy customers.

Subscription Term

Your right to use the Service is provided on a subscription basis for a specified term (referred to collectively as the "subscription term") which is specified in your Order. Either party may cancel your subscription (and your right to use the Service) at the end of any subscription term by providing the other party with at least fifteen (15) days advance written notice prior to the end of such subscription term, which notice shall specify the party' intent to cancel the subscription. If no notice is provided, the Service will automatically renew for a renewal term equivalent in length to the expiring term and payment will be due in advance therefor. Notices to Savvy shall be sent to hello@heysavvy.com or in such other manner as is authorised under the "Notice" provision below. We can send notices of non-renewal to you at the e-mail address you provide to us upon registration and such notification shall be deemed effective when sent. Your subscription term may also be terminated or suspended in accordance with the provisions of these Terms.

The above terms of this "Subscription Term" section apply to you unless you have purchased a subscription to use our Service from an authorised reseller of Savvy. In such a case, your initial subscription term, and any renewal options (to the extent effective during the term of your agreement with the reseller), shall be as specified in your separate agreement with such reseller.

Fees

The subscription fees due to Savvy for your initial subscription term and each renewal term will be calculated based on our then-current pricing and editions denoted on our published pricing page on our website for the designated "Subscription Term", unless otherwise agreed to by the parties in the applicable Order or otherwise in a writing which references these Terms. You will be required to provide your contact information and select a method of payment (for example by credit card) to process such recurring payments and any applicable taxes. Once the in advance payment is processed by Savvy, the purchased features for specified number of users will be enabled within your Savvy Service account.

If not otherwise specified, all fees shall be invoiced in advance and shall be due and payable within thirty (30) days of the submission of the invoice. Invoiced amounts not paid by their due date shall be subject to a one percent (1%) per month interest fee, or the maximum amount permitted by applicable law, whichever is less. Prices do not include, and You shall promptly pay, all applicable taxes in connection with the Service or any other services or support provided, or any payments made, under these Terms. All fees are committed amounts which are non-cancelable and non-refundable.

Intellectual Property; Feedback

All right, title, and interest in and to the Service (excluding Content provided by you), and to all software, technology, documentation and other work product used or displayed in connection with the delivery of the Service, as well as all modifications and derivatives thereof, are and will remain the exclusive property of Savvy and its licensors. The Service is protected by copyright, trademark, and other laws of both the United Kingdom and foreign countries. Nothing in the Terms gives you the right to use Savvy's trademarks, logos, domain names, and other distinctive brand features. Any rights not expressly granted to you are reserved by Savvy.

During your subscription term and subject to the terms and restrictions set forth herein, we grant you a non-exclusive, non-transferable, sub-licensable, time-bounded, license to access and use the Service on a remote-access, subscription basis via the Internet and solely in support of your internal business operations. Due to the nature of the SaaS delivery model, the Service to which you are provided remote access hereunder shall be the version of such Service which is then generally hosted by Savvy for its clients. You may only grant access to the Service to your employees, agents and contractors (your "users") who you authorise to use the Service and who: (a) use the Service solely in support of your business operations; and (b) are bound by the confidentiality and limited use provisions set-forth in these Terms. In addition, you shall be responsible and liable to ensure that each such employee and contractor complies with these Terms.

You grant Savvy, and its affiliates, employees, agents and contractors, the right to use your Content to the extent reasonably necessary for Savvy to provide the Service. Such rights of use include the right to share, host, backup, store, display, process, reproduce, transmit and otherwise make your Content available to you and others for the purposes for which the Service is designed. You are responsible for obtaining all necessary rights and consents for Savvy to use, process and store all Content for the purposes of providing the Service and meeting our obligations under these Terms. You are responsible for securing any necessary rights from others in order to Use any Content belonging to them.

In the event that you submit any ideas, comments, suggestions, proposed modifications or enhancements, or other feedback relating to the Service (collectively, "Feedback"), we shall automatically own such Feedback without compensation to you and you hereby assign all rights in such Feedback to Savvy. For clarity, Savvy may use your Feedback for any purpose, and shall own any and all work product or developments created based thereon or related thereto.

Confidentiality

"Confidential Information" is non-public information of a party which is provided to the other party hereunder and which is either designated as confidential or of a type which should be recognised by a commercially reasonable party as confidential. Confidential Information of Savvy includes the Service and its related documentation and materials, along with the terms and conditions of these Terms. The party receiving Confidential Information may use it only for purposes connected with the facilitation of these Terms and may not disclose it to any third party unless such third party is supporting the provision of the Service or otherwise performing obligations hereunder and is bound in writing by confidentiality restrictions substantially similar to those required hereunder. The obligations to maintain the Confidential Information as confidential shall remain in place for so long as the applicable information is maintained as confidential by the owning party. The limitations on disclosure or use of Confidential information shall not apply to information which (i) is rightfully obtained by the recipient without breach of any confidentiality obligation; (ii) is or becomes known to the public through no act or omission of the recipient; (iii) the recipient develops independently without using Confidential Information of the other party; or (iv) is disclosed in response to a valid court or governmental order, if the recipient has given the other party prior written notice (unless prohibited by law or governmental authority) and provides reasonable assistance.

Changes to Terms

Savvy may revise these Terms from time to time and at our sole discretion. When such changes are effected, Savvy will publish an updated version on our website: http://help.getSavvy.com/terms-of-service. The changes will become effective and will be deemed accepted by you, (a) immediately for those who register for the Service after the updated version is published on Savvy's website, or (b) for those having pre-existing accounts, the updated Terms will be deemed effective with your continued use of the Service. You have rights to dispute an updated term which materially alters your rights or obligations (with exception to changes required by law) within five (5) business days from the date of the new Terms being published, upon written notification to: hello@heysavvy.com. Please note: Your rights and access to the Service may be temporarily disrupted until such dispute is resolved between you and Savvy. If we are unable to resolve the dispute within thirty (30) days of your written notification of dispute, the Service will be terminated.

Copyright Complaints

Savvy respects the intellectual property of others. It is our policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at: Copyright Agent, Explaain LTD., Geovation Hub, 1 Sekforde Street, London, United Kingdom, EC1R 0BE or at hello@heysavvy.com . We reserve the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.

Cancellation and Termination

These Terms will continue to apply until the Service is cancelled or terminated as set forth below:

  1. If your subscription term expires in accordance with the "Subscription Term" provision above;
  2. If the Service terminates as a result of a material change to these Terms as described in the "Changes to Terms" provision above;
  3. If either of us materially breaches the obligations to the other party under these Terms and fails to reasonably cure such breach within thirty (30) days of a party's written notification to such other party of such breach. Termination under this provision shall be by written notice after the passage of such 30-day cure period without a cure having been effectuated.
  4. Notwithstanding anything to the contrary above, Savvy may terminate these Terms and/or suspend your use of the Service at any time if:
  5. you have misused the Service; or
  6. you fail to pay the applicable subscription license fees and any applicable taxes in full and in a timely manner and fail to pay us for a period of five (5) business days after our written notice to you of the delinquency; or
  7. Savvy is required to do so by law

Upon cancellation of the Service by you in accordance with the Subscription Term section above, your rights to access the Service and payment obligation shall continue until your renewal term anniversary date. Upon any termination or cancellation hereof, Savvy shall then disable your access to the Service, and your rights of use shall cease, unless Savvy has otherwise agreed to continued rights of use in writing. You must promptly return all proprietary items and materials of Savvy which are then in your possession or control. Savvy may delete your Content from the Service after thirty (30) days has elapsed from date of Cancellation or Termination. During this 30-day period, at your request, we will make your Content available for you to download.

Warranty; Disclaimer of Warranty

We warrant, for the Term hereof, and conditioned on your use of the Service in compliance with these Terms, that the Service will perform materially in accordance with our applicable published documentation that we make available to you along with the Service. In the event that we breach this warranty and are unable to remedy the breach within a reasonable period of time after being made aware thereof, your exclusive remedies are to: (a) pursue termination of these Terms for material breach pursuant to the applicable provisions of the "Cancellation and Termination" section above; and (b) seek recovery of damages caused by the breach, subject to the "Limitation of Liability" section below.

EXCEPT AS PROVIDED ABOVE, THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE FOREGOING, Savvy AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL BE UNINTERRUPTED.

Limitation of Liability

IN NO EVENT SHALL Savvy, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS OR REVENUES, LOSS OF DATA OR CONTENT, DAMAGE TO GOODWILL, OR OTHER SIMILAR LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. IN NO EVENT WILL THE AGGREGATE AND CUMULATIVE LIABILITY OF Savvy, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES AND SUPPLIERS BE MORE THAN THE FEES WHICH YOU PAID TO Savvy FOR THE SERVICE DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE INITIAL CLAIM BROUGHT BY YOU AGAINST Savvy HEREUNDER. IF YOU RECEIVE THE SERVICE FOR NO FEE (FOR EXAMPLE, IF YOU ARE EVALUATING THE SERVICE FOR A LIMITED TRIAL AT NO FEE), THEN YOU ACKNOWLEDGE AND AGREE THAT, AS A RESULT, YOU SHALL HAVE NO RIGHT TO RECOVERY OF FEES IN CONNECTION WITH THE SERVICE.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF Savvy HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

Export Control; Compliance with Laws

You are entirely responsible for ensuring that the Content, and your conduct in connection with your use of the Service, complies with all applicable laws and regulations, including but not limited to export and import regulations. You are prohibited from using of the Service or exporting any Content or technology to any jurisdiction prohibited by the United Kingdom export control laws. You may not use the Service if you are a resident of a country embargoed by the United Kingdom, or are a foreign person or entity blocked or denied by the United Kingdom government, or if such use is otherwise in violation of U.K. or other applicable law.

Indemnification

We will defend, indemnify and hold you harmless from and against any damages, losses, and costs that You incur as a direct result of a claim brought by a third party which alleges that the Service provided by us hereunder infringes upon a third party's United Kingdom intellectual property rights. As a condition of our indemnity obligation, you must promptly notify us of any such claim; grant us sole control of the defence and settlement of any such claim; and cooperate with us to facilitate our ability to settle or defend the claim. In the event of a covered infringement claim, we will exert commercially reasonable efforts to obtain for you the right to continue using the Service or to replace or modify the Service so that it is not infringing and materially similar. If these alternatives are not commercially reasonable, we may terminate the Service and, if you have prepaid for any unused Service, refund that prepayment. We shall have no indemnity obligations to you if the infringement claim is caused by your modification or misuse of the Service, or your use of the Service in combination with unauthorised products or services. THESE ARE OUR EXCLUSIVE OBLIGATIONS WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.

You agree to defend, indemnify and hold harmless Savvy and its affiliates, employees, agents and suppliers from and against any and all claims brought by third parties, and all associated damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) regarding; (a) any data or Content which is transmitted, uploaded, deleted, modified, distributed, redistributed, or copied by you or any of your users (including a claim of violation of a third party's proprietary rights with respect thereto); or (b) your violation, or a violation by you or any of your users of these Terms, applicable law, rule or regulation.

Controlling Law

These Terms will be governed by the State of Delaware law except for its conflicts of law principles. The State (and, to the extent jurisdiction exists) and Federal Courts located within Wilmington, Delaware shall have exclusive jurisdiction over any and all disputes arising out, or relating to or concerning, these Terms or the Service or any site or application through which the Service is delivered.

Children; Government

Our Service is not intended for and may not be used by people under the age of 13. By using our Service, you are representing to us that you're over 13. In addition, you may only access and use the Service if you have the power to enter into a binding contract with Savvy. If you are under the age of 18 years old, you must have your parent or guardian review and agree to these Terms on your behalf before you may use the Service.

The Service may not be used by any governmental agency or body absent the parties first entering into a separate written agreement in advance of any such use.

Waiver, Severability & Assignment

Savvy's failure to enforce a provision is not a waiver of its right to do so at a later date. If a provision is found unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. Except as provided below, neither party may assign these Terms or any rights or obligation hereunder, without the other party's prior written consent to such assignment, which consent shall not be unreasonably withheld. However, either party may assign these Terms, without seeking or obtaining the other party's consent, to: (a) an affiliate in the event of a corporate reorganisation; or (b) in connection with a merger, acquisition, or consolidation or to a third party that is acquiring all or substantially all of its assets or a controlling interest in its stock; provided that you may not assign these Terms to a company that is reasonably viewed by us as a direct competitor of Savvy.

Notifications

We may provide notifications, whether these are required by law of, are for marketing, or other business related purposes, to you via email, written or hard copy notice, or through posting of such notice on our website, as determined by us at our sole discretion. You can opt out of certain types of notifications through your settings page.

Notices

Except as described below, any notice required or permitted to be given to either party under these Terms shall be in writing and sent to the parties at their then-current address (with respect to Savvy, its current address is Geovation Hub, 1 Sekforde Street, London, United Kingdom, EC1R 0BE), with such notice deemed effective: (i) three (3) days after deposit in the United Kingdom mail, postage prepaid, addressed as follows; or (ii) upon delivery if delivered by a reputable personal messenger or by a nationally-recognised overnight courier. Notwithstanding the above, in lieu of the notice requirements above: (a) you may notify us of the non-renewal of a subscription by sending us written notice at hello@heysavvy.com; (b) we may notify you of non-renewal by sending the notification to your e-mail address as described in the "Subscription Term" provision above; and (c) we may change these Terms as described in the "Changes to Terms" provision above.

Force Majeure

Neither party will be liable to the other for any failure to perform any of its obligations under these Terms during any period in which performance is delayed by circumstances not within such party's reasonable control, such as a natural disaster, act of war or terrorism, government action, labor disruption, internet or telecommunication outages or interruptions, hacking or similar incidents, or power outages.

Third Party Links and Components

Our Service may facilitate links to sites operated by third parties ("Linked Third Party Site") or may otherwise provide access to content, products and services of third parties ("Third Party Products"). However, we have no responsibility for, or control over, these Linked Third Party Sites or the Third Party Products, all of which may have separate privacy and data collection practices, independent of Savvy. At such, you access these sites and products at your own risk and we disclaim all liability related or connected to your use thereof.

Independent Contractors; No Third Party Beneficiaries.

The parties are independent contractors and are not legal partners or agents. There are no third party beneficiaries to these Terms. Without limitation, your Users are not third party beneficiaries to your rights hereunder.

Entire Agreement

These Terms, together with any amendments and Order Forms which you enter into with Savvy in connection with the Service, will constitute the entire agreement between you and Savvy concerning the Service and supersedes and replaces any prior or contemporaneous understandings and agreements regarding the subject matter hereof.

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