TERMS OF USE

This Software as a Service (SaaS) and End-User Licence Agreement (“Agreement”) is entered into between the entity or individual agreeing to these terms (“Licensee”, “subscriber” or “you”) and MagnifyB Limited, a company registered in England and Wales under company number 13258911, with its registered office at The Innovation Centre, Keckwick Lane, Daresbury, WA4 4FS (“Licensor” or “We” or “Our”). 

Collectively referred to as the “Parties.”

This Agreement governs your use of the SaaS services and any associated software provided by the Licensor.

  1. DEFINITIONS

2.1. “Software” refers to the SaaS platform and Content provided by the Licensor, including any updates or modifications.

2.2. “Licence” means the right granted to the Subscriber to use the Software under the terms of this Agreement.

2.3. “Subscription Period” refers to the period during which the Subscriber is granted access to the Software.

  1. AGREEMENT

3.1. ACCESS AND USE

3.1.1. Your right to use our Software: 

We grant you the right to use our Software (based on your subscription type selected on our website), for as long as you continue to pay for the subscription, or until the subscription is terminated.  

Subject to the terms of this Agreement, the Licensor grants you a non-transferable licence to access and use the Software and Content on our SaaS platform during the Subscription Period.

3.1.2. Scope of Use. 

The Subscriber may use the Software solely for its internal business purposes in accordance with the terms and conditions of this Agreement. Licensee agrees not to, and not to permit third parties to: (a) licence, sublicence, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available the services to any third party; (b) modify or make derivative works based upon the services; (c) reverse engineer or access the services to build a competitive product or service.

3.2. SUBSCRIPTION PERIOD

3.2.1. Commencement and Termination. The Subscription Period will commence on the Effective Date, which is the date you accept these terms of Use on our website, or proceed to use the SaaS platform, and will continue for the duration specified during your sign-up process. Either Party may terminate this Agreement upon written notice for a material breach by the other Party. Licensee agrees to pay the subscription fees as specified in the pricing plan selected.

3.2.2. The subscription will auto-renew on receipt of monthly or annual fees in accordance with the pricing plan unless terminated under clauses 3.2.1 or 8.0 and are non refundable. Failure to pay may result in suspension or termination of services.

3.3. USE OF SOFTWARE

3.3.1. As a subscriber, you take responsibility for fully controlling how your subscription is managed, and who can access it. You promise that you’ll keep your information (including a current email address) up to date and accept responsibly for protecting your username and password from getting stolen or misused. Our service has minimum password standards, but you will ensure that passwords are very strong and not easy to guess. You may use the Software solely for your internal business purposes in accordance with the terms and conditions of this Agreement.

3.3.2. Restrictions. The Licensee shall not, directly or indirectly: (a) copy, modify, or create derivative works of the Software; (b) reverse engineer, decompile, or disassemble the Software; (c) attempt to bypass or defeat any security measures; (d) sublicense, transfer, or distribute the Software to any third party.

3.3.3 Use of Data

When you enter or upload your data into our services, we don’t own that data but you grant us a licence to use, copy, transmit, store, analyse, and back up all data you submit to us through our services, including personal data, to: enable you to use our services; allow us to improve, develop and protect our services; create new services; communicate with you about your subscription; send you information we think may be of interest to you based on your marketing preferences; and disclose to third party service providers and partners to enable and support such purposes.

3.3.4. Use of your own personal data: We respect your privacy and take data protection seriously. In addition to these terms, our privacy notice sets out in detail how we process your own personal data that you enter, like your name and email address.

3.3.5. Anonymised statistical data: When you use our services, we may create anonymised statistical data from your data and usage of our services, including through aggregation. Once anonymised, we may use it for our own purposes, such as to provide and improve our services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you.

  1. DATA PROTECTION

4.1. Data Processing. The Licensee acknowledges that the Licensor may process personal data as described in the Data Processing Agreement (DPA).

4.2 Keeping it confidential: While using our services, you may share confidential information with us, and you may become aware of confidential information about us. You and we both agree to take reasonable steps to protect the other party’s confidential information from being accessed by unauthorised individuals. You or we may share each other’s confidential information with legal or regulatory authorities if required to do so.

4.3 We’ve made use of the best technical, physical and administrative safeguards to do our part to help keep your data safe and secure. Read more about these measures on the security page on our website. While we’ve taken steps to help protect your data, no method of electronic storage is completely secure and we cannot guarantee absolute security.

4.4 Data breach notifications: Where there has been unauthorised access to personal data that you’ve entered into the system, we’ll let you know and, where possible, give you information about what has happened. 

  1. OWNERSHIP

5.1. Ownership. The Licensor retains all rights, title, and interest in and to the Software, all site content, including videos, templates, and all forms of content available from time to time on our website, including all intellectual property rights.

  1. WARRANTY DISCLAIMER

6.1. As-Is Basis. The Software is provided “as is,” without any warranty of any kind. The Licensor disclaims all warranties, whether express, implied, statutory, or otherwise.

  1. LIMITATION OF LIABILITY

7.1. Other than liability that we can’t exclude or limit by law, our liability to you in connection with our services or these terms, in contract, tort (including negligence) or otherwise, is limited as follows:

7.1.1. We have no liability arising from your use of our services for any loss of revenue or profit, loss of goodwill, loss of customers, loss of capital, loss of anticipated savings, damage to reputation, loss in connection with any other contract, or indirect, consequential, incidental, punitive, exemplary or special loss, damage or expense.

7.1.2. For loss or corruption of your data, our liability will be limited to taking reasonable steps to try and recover that data from our available backups.

7.1.3. Our total aggregate liability to you in any circumstances is limited to the total amount you paid us for your subscription in the 12 months immediately preceding the date on which the claim giving rise to the liability arose.

7.1.4. In no event shall either Party be liable for any indirect, incidental, special, or consequential damages.

7.2. We may provide you with Videos, Templates and all forms of content available from time to time on our website, information we think might be useful in running a small business, but this should not be seen as a substitute for professional advice, and We exclude all liability for your use of the information in that way.

7.3.  Events outside our control: We aren’t liable to you for any failure or delay in performance of any of our obligations under these terms arising out of any event or circumstance beyond our reasonable control.

  1. MAINTENANCE AND SUPPORT SERVICES

The Licensor shall provide support services as described in the Support Services Policy.

8.1. Availability: We strive to maintain the availability of our services, and provide online support, during working hours. On occasion, we need to perform maintenance on our services, and this may require a period of downtime. We try to minimise any such downtime. Where planned maintenance is being undertaken, we’ll attempt to notify you in advance but can’t guarantee it.

8.2. Occasionally you might not be able to access our services and your data. This might happen for any number of reasons, including broadband issues, and many other causes, outside our control. 

8.3. No compensation: Whatever the cause of any downtime, access issues or data loss, your only recourse is to discontinue using our services.

9.0 TERMINATION 

9.1. You can easily terminate your subscription with one month’s written notice. We may terminate your subscription as well with the same notice. If you violate these terms, we may terminate your subscription immediately.

  1. GENERAL PROVISIONS

10.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

10.2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

10.3. Each of the conditions of this Licence operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

10.4. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and supersedes all prior and contemporaneous agreements, proposals, or representations.

10.5 Any amendments to this Agreement must be in writing and agreed by both parties.