Polydone is a company registered in England and Wales and is subject to the Laws of England and Wales (the “Law”), where the Law prevails over the terms of this Agreement.
This Contract shall apply to any of the Customer’s holding company, direct or indirect subsidiary, and any partnership, joint venture or association the Customer is part of (the “Affiliates”), should the Customer transfer any of the Customer’s licences to an Affiliate.
1.1 Polydone products and Service include a technology, in the form of a software, for the management of projects, tasks and resources. The software is accessible via modern web browsers at https://www.polydone.com, “polydone.com” and all related subdomains. The software may be accessible via alternative solutions such as mobile applications as that may change from time to time.
2.1 Polydone grants the Customer a non-exclusive license to use the Service, subject to the terms and conditions of this Agreement as they may change from time to time.
2.2 Polydone reserves the right, in its sole discretion, to modify this Agreement at any time by posting a notice on the Website, or by sending you a notice via email or postal mail. You shall be responsible for reviewing and becoming familiar with any such modifications. Your use of the Service following such notification constitutes your acceptance of the terms and conditions of this Agreement as modified.
2.3 You represent and warrant to Polydone that: (i) you are of legal age to form a binding contract; (ii) all registration information you submit is accurate and truthful; and (iii) you will maintain the accuracy of such information. You also certify that you are legally permitted to use and access the Service and take full responsibility for the selection and use of and access to the Service. This Agreement is void where prohibited by law, and the right to access the Service is revoked in such jurisdictions.
3.1 The Website, the Service, and their contents may only be used in accordance with the terms of this Agreement. All materials displayed or performed on the Website or in the Service, including, but not limited to text, graphics, articles, photographs, images, illustrations (also known as the “Polydone Content,”) are protected by copyright. You shall abide by all copyright notices, trademark rules, information, and restrictions contained in any Polydone Content accessed through the Service, and shall not use, copy, reproduce, download, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purposes whatsoever any Polydone Content or other proprietary rights not owned by you: (i) without the express prior written consent of the respective owners, and (ii) in any way that violates any third party right.
3.2 You shall not store any significant portion of any Polydone Content in any form. Copying or storing of any Polydone Content is expressly prohibited without prior written permission from Polydone. If you link to the Website, Polydone may revoke your right to so link at any time, at Polydone’s sole discretion.
4.1 In the course of using the Service, you may provide information which may be used by Polydone in connection with the Service. You understand that by providing content, materials or information (including without limitation information relating to your end user customers) to Polydone or in connection with the Service (collectively, “Your Content”), Polydone hereby is and shall be granted a nonexclusive, worldwide, royalty free, perpetual, irrevocable, sublicenseable and transferable right to use, process, store, copy, reproduce, reformat, translate, modify and create derivative works of Your Content (including all related intellectual property rights) in connection with Polydone’s provision of the Service. For clarity, the foregoing license grant to Polydone does not affect your ownership of or right to grant additional licenses to the material in Your Content.
5.2 You also warrant, represent and agree that you will not contribute any content or otherwise use the Service in a manner that (i) infringes or violates the intellectual property rights or proprietary rights, rights of publicity or privacy, or other rights of any third party, (ii) violates any law, statute, ordinance or regulation, (iii) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, (iv) impersonates any person or entity, including without limitation any employee or representative of Polydone, or (v) contains a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program. Polydone reserves the right to remove any content from the Service at any time, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Polydone is concerned that you may have breached the immediately preceding sentence), or for no reason at all.
6.1 You are responsible for all of your activity in connection with the Service. Any fraudulent, abusive, or otherwise illegal activity may be grounds for termination of your right to access or use the Service. You may not post or transmit, or cause to be posted or transmitted, any communication or solicitation designed or intended to obtain password, account, or private information from any other user of the Service. Use of the Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material (including material that may be considered threatening or obscene), or engage in any kind of illegal activity is expressly prohibited. You will not run Maillist, Listserv, any form of auto-responder, or “spam” on the Service, or any processes that run or are activated while you are not logged on to the Website, or that otherwise interfere with the proper working of or place an unreasonable load on the Service’ infrastructure. Further, the use of manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Website is strictly prohibited. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of the Service. You will be responsible for withholding, filing, and reporting all taxes, duties and other governmental assessments associated with your activity in connection with the Service.
6.2 You acknowledge that all Polydone Content and Your Content (together, “Content”) accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom. Under no circumstances will Polydone be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, including without limitation reports generated by the Service, or any loss or damage of any kind incurred in connection with use of or exposure to any Content posted, emailed, accessed, transmitted, or otherwise made available via the Service. You, not Polydone, remain solely responsible for all Content, including messages, that you upload, post, email, transmit, or otherwise disseminate using, or in connection with, the Service.
7.1 You acknowledge that Polydone has no control over, and no duty to take any action regarding: which users gain access to the Service; what Content you access via the Service; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Polydone from all liability for you having acquired or not acquired Content through the Service. The Service may contain, or direct you to websites or applications containing information that some people may find offensive or inappropriate. Polydone makes no representations concerning any content contained in or accessed through the Service, and Polydone will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Service. Polydone makes no representations or warranties regarding suggestions or recommendations of Service or products offered or purchased through the Service.
7.2 The Service content, website and any software are provided on an “as is” basis, without warranties of any kind, either express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or that use of the Service will be uninterrupted, secure or error-free. No advice or information, whether oral or written, obtained from Polydone or through the website will create any warranty not expressly made herein.
9.1 As a condition to using some aspects of the Service, you may be required to register with Polydone and set a password and username (“User ID”). You shall provide Polydone with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of your account. You may not (i) select or use as a User ID a name of another person with the intent to impersonate that person; or (ii) use as a User ID a name subject to any rights of a person other than you without appropriate authorization. Polydone reserves the right to refuse registration of or cancel a User ID in its discretion. You shall be responsible for maintaining the confidentiality of your password.
10.1 You will indemnify and hold Polydone, its parents, subsidiaries, affiliates, officers, and employees harmless (including, without limitation, from all damages, liabilities, settlements, costs and attorneys’ fees) from any claim or demand made by any third party due to or arising out of your access to the Service, use of the Service, your violation of this Agreement or applicable laws, rules or regulations in connection with your use of the Service, or the infringement by you or any third party using your account of any intellectual property or other right of any person or entity.
11.1 In no event shall Polydone or its suppliers, or their respective officers, directors, employees, or agents be liable with respect to the website or the Service or the subject matter of this agreement under any contract, negligence, tort, strict liability or other legal or equitable theory ( I ) for any amount in the aggregate or the fees paid by you for the Service during the 6-month period preceding the applicable claim; (ii) for any indirect, incidental, punitive, or consequential damages of any kind whatsoever; (iii) for data loss or cost of procurement of substitute goods or Service; or (iv) for any matter beyond Polydone’s reasonable control.
12.1 Polydone reserves the right to require payment of fees for certain or all Service. You shall pay all applicable fees, as described on the Website in connection with such Service selected by you. Polydone reserves the right to change its price list and to institute new charges at any time, upon notice to you, which may be sent by email or posted on the Website. Your use of the Service following such notification constitutes your acceptance of any new or increased charges. Any fees paid hereunder are non-refundable.
13.1 “Taxes” means all taxes, levies, imposts, duties, fines or similar governmental assessments imposed by any jurisdiction, country or any subdivision or authority thereof including, but not limited to federal, state or local sales, VAT, GST, use, property, excise, service, transaction, privilege, occupation, gross receipts or similar taxes, in any way connected with this Agreement or agreement required hereunder, and all interest, penalties or similar liabilities with respect thereto, except such taxes imposed on or measured by a party’s net income. All prices, fees and other charges payable under this Agreement or agreement ancillary to or referenced by this Agreement, shall not include any Taxes. You agree to bear and be responsible for all such Taxes. You shall make all payments required without deduction of any Taxes, except as required by law, in which case the amount payable shall be increased as necessary so that after making any required deductions and withholdings, Polydone receives and retains (free from any liability for payment of Taxes) an amount equal to the amount it would have received had no such deductions or withholdings been made. If you are a tax-exempt entity or claims exemption from any Taxes under this Agreement, you shall provide a certificate of exemption upon execution of this Agreement and, after receipt of valid evidence of exemption, Polydone shall not charge you any Taxes from which it is exempt. Without limiting the foregoing, all references to payments made in this Agreement are exclusive of any VAT, GST or other consumption taxes (collectively, “VAT”) chargeable and where required by law, VAT shall be itemized at the rate applicable, if any, and paid in addition thereto. You shall communicate to Polydone your VAT identification number(s) attributed by (i) the country where you have established your business, and/or (ii) any other country where you have established a fixed establishment, to which the Service under this Agreement are provided. Polydone shall consider the Service under this Agreement to be for your business use and provided to the location(s) of you in accordance with the provided VAT identification number(s). You shall comply with all applicable tax laws and regulations, and you shall provide Polydone all necessary assistance to facilitate the recovery or refund of any VAT paid by Polydone in relation to the Service to the respective government or authority. You hereby agree to indemnify Polydone for any Taxes and related costs paid or payable by Polydone attributable to Taxes that would have been your responsibility under this section if invoiced to you. You shall promptly pay or reimburse Polydone for all costs and damages related to any liability incurred by Polydone as a result of your non-compliance or delay with its responsibilities herein. Your obligation under this section shall survive the termination or expiration of this Agreement.
14.1 The Service may contain links to third party websites or Service (“Third Party Websites”) that are not owned or controlled by Polydone. When you access Third Party Websites, you do so at your own risk.
15.1 This Agreement shall remain in full force and effect while you use the Service. You may terminate your use of the Service at any time. Polydone may terminate or suspend your access to the Service or your membership at any time, for any reason, and without warning, which may result in the forfeiture and destruction of all information associated with your membership. Polydone may also terminate or suspend any and all Service and access to the Website immediately, without prior notice or liability, if you breach any of the terms or conditions of this Agreement. Upon termination of your account, your right to use the Service, access the Website, and any Content will immediately cease. All provisions of this Agreement which, by their nature, should survive termination, shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, and limitations of liability.
16.1 The failure of either party to exercise, in any respect, any right provided for herein shall not be deemed a waiver of any further rights hereunder. If any provision of this Agreement is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by you except with Polydone’s prior written consent. Polydone may transfer, assign or delegate this Agreement and its rights and obligations without consent. No agency, partnership, joint venture, or employment is created as a result of this Agreement and you do not have any authority of any kind to bind Polydone in any respect whatsoever. Headings for each section have been included above for your convenience, but such headings do not have any legal meaning, and may not accurately reflect the content of the provisions they precede.
17.1 If you have any questions, complaints, or claims with respect to the Service, please get in touch