These Subscriber TERMS OF SERVICE (“Terms of Service”) constitute a binding contract between you (“Subscriber” or “Customer” or “you”) and Cortexa (“[the Company”), regarding the terms under which Cortexa will provide Subscriber with access to the Services.
BY CLICKING ON THE BUTTON MARKED “I ACCEPT”, SUBSCRIBER SIGNIFIES ITS AGREEMENT TO ABIDE BY THESE TERMS OF SERVICE (“Acceptance”). Subscriber agrees that its assent, given electronically, will have the same legal effect as if it had been personally signed by Subscriber. To the extent permitted by law, these Terms of Service are intended to supersede any provisions of applicable law, which might otherwise limit their enforceability or effect, because they were entered into electronically. Please print a copy of these Terms of Service for future reference.
1) TERMINOLOGY.
2) INFORMATION ABOUT THE COMPANY.
Cortexa is a company incorporated in England. Its registered Office is 2 Manor Farm Court, Church Lane, Great Doddington, Northamptonshire NN29 7TR
3) SUBSCRIBER WARRANTIES, RIGHTS, REPRESENTATIONS, RESTRICTIONS, AND OBLIGATIONS.
4) AVAILABILITY OF WEBSITE.
Subscriber recognizes that the traffic of data through the Internet may cause delays during the download of information from the Website and accordingly, it shall not hold Cortexa liable for delays that are ordinary in the course of Internet use. Subscriber further acknowledges and accepts that the Website will not be available on a continual twenty-four hour basis due to such delays, or delays caused by Cortexa‘s upgrading, modification, or standard maintenance of the Website.
5) INTELLECTUAL PROPERTY RIGHTS.
6) COMPANY OBLIGATIONS.
Cortexa will use commercially reasonable efforts to enable the Services to be accessible, except for scheduled maintenance and required repairs, and except for any interruption due to causes beyond the reasonable control of, or not reasonably foreseeable by Cortexa, including, but not limited to, any Force Majeure Event (as defined below). The foregoing undertaking shall not apply to the extent of any non-conformance caused by use of the Services contrary to Cortexa‘s instructions, or modification or alteration of the Services by any party other than Cortexa. If the Services are in non-conformance with the foregoing undertaking, Cortexa will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide Subscriber with an alternative means of accomplishing the desired performance.
7) FEES AND PAYMENT.
8) TERM AND TERMINATION.
9) CONFIDENTIALITY.
Subscriber agrees to maintain the confidentiality of Cortexa’s Confidential Information. For the purposes of these Terms of Service, the term “Confidential Information” means all portions of the Services, including but not limited to, the Subscription Website.
10) THIRD PARTY LINKS OR INFORMATION.
This Website may contain links to other websites that are not operated by or related to Company. Company is not responsible for the content, accuracy or opinions expressed in such third-party websites, and does not investigate, monitor, or check these websites for accuracy or completeness. The inclusion of any linked website on this Website does not imply approval or endorsement of the linked website by Company. A Subscriber that leaves this Website to access these third-party sites does so at its own risk.
11) DISCLAIMERS OF STATEMENTS/WARRANTIES.
SUBSCRIBER’S USE OF THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES IS AT ITS OWN RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY STATEMENTS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER COMPANY, ITS AFFILIATES NOR ANY PERSON ASSOCIATED WITH THEM MAKES ANY STATEMENT, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER CORTEXA, ITS AFFILIATES NOR ANYONE ASSOCIATED WITH THEM PROMISES THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR ANY PORTION THEREOF, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET SUBSCRIBER’S NEEDS OR EXPECTATIONS. CORTEXA AND ITS AFFILIATES HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY COMPANY, ITS AFFILIATES OR THEIR AUTHORISED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.
12) LIMITATION OF LIABILITY.
SECTION 12 (C) APPLIES TO INDIVIDUAL SUBSCRIBER RESIDENTS OF A EUROPEAN UNION MEMBER COUNTRY:
13) INDEMNITY.
Subscriber agrees to compensate and defend fully Cortexa, its officers, employees, agents, successors and assigns, from and against any damages, losses, and expenses (including reasonable attorneys’ fees) resulting from any third-party claim, action or demand arising out of any breach by Subscriber of any representation, warranty, covenant, obligation or duty of Subscriber under this Agreement.
14) SURVIVAL.
All provisions relating to proprietary rights, payment of fees, confidentiality, disclaimer of warranty, indemnification, and limitation of liability, shall survive the expiration or earlier termination of these Terms of Service.
15) CHANGES.
Except, for any provisions determining the primary contractual obligations of Subscriber and Cortexa hereunder, Cortexa has the right to revise and amend these Terms of Service from time to time to reflect changes in business needs including, but not limited to, changes in features and functionality, changes in market conditions, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in system capabilities. Changes are effective immediately upon posting and Subscriber’s continued use of any of the Services following the posting of revised Terms of Service means that Subscriber accepts and agrees to the changes, to the extent permitted by applicable laws.
16) ASSIGNMENT.
Subscriber may not transfer these Terms of Service, in whole or in part. Cortexa may transfer these Terms of Service and/or subcontract some or all of its obligations hereunder at any time.
17) INJUNCTIONS.
Subscriber acknowledges that a breach of any confidentiality or proprietary rights provision of these Terms of Service may cause Cortexa irreparable damage, for which the award of damages would not be adequate compensation. Consequently, Cortexa may seek an injunction to prevent Subscriber from taking any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and Cortexa may seek the entry of an injunction enjoining any breach or threatened breach of those provisions, in addition to any other relief to which Cortexa may be entitled at law or in equity.
18) GOVERNING LAW AND VENUE.
English law shall apply to the terms of this Agreement and each party submits to the non- exclusive jurisdiction of the English Courts.
THE PRECEDING PROVISION REGARDING VENUE DOES NOT APPLY IF YOU ARE AN INDIVIDUAL SUBSCRIBER RESIDENT IN A MEMBER COUNTRY OF THE EUROPEAN UNION. IF YOU ARE A CONSUMER BASED IN THE EUROPEAN UNION, YOU MAY MAKE A CLAIM IN THE COURTS OF THE COUNTRY WHERE YOU RESIDE.
19) NOTICES.
Legal notices may be sent to support@cortexa.co.uk (if by email), or, if Subscriber is in the United Kingdom, to Cortexa, [Organisation Address]. Notices to Subscribers may be sent either to the email address supplied in Subscriber’s account or to the address supplied by Subscriber as part of its registration data. In addition, Cortexa may broadcast notices or messages through the Website to inform of changes to the Website or other matters of importance, and such broadcasts shall constitute notice to Subscriber to the extent permitted by applicable law. Any notices or communication under these Terms of Service will be deemed delivered to the party receiving such communication (a) on the delivery date if delivered personally to the party; (b) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (c) five business days after the mailing date, if sent by mail, return receipt requested; (d) on the delivery date if transmitted by email; or within three (3) days after Cortexa posts a notice on the Website.
20) FORCE MAJEURE.
Cortexa will not be liable or responsible for any failure to perform, or delay in performance of, any of its obligations that is caused by events outside its reasonable control (“Force Majeure Event”). A Force Majeure Event includes any act, event, non-happening, omission or accident beyond Cortexa’s reasonable control including, but not limited to, restrictions of law, regulations, orders, or other governmental directives, labour disputes, acts of God, third party mechanical or other equipment breakdowns, terrorist attacks, fire, explosions, fibre optic cable cuts, interruption or failure of telecommunications or digital transmission links, Internet failures or delays, storms or other similar events.
21) PRIVACY POLICY AND WEBSITE USE POLICY.
Subscriber agrees to comply with the then-current Website Use Policy and Privacy Policy (collectively, the “Policies” and individually, the “Policy”). Cortexa reserves the right to modify either Policy at any time, and to the extent permitted by applicable law, changes to the Policies are effective immediately upon posting on the Website. Subscriber’s continued use of any portion or all, of the Services, following the posting of a revised Policy means that Subscriber accepts and agrees to the changes. In the event of an express conflict between the Terms of Service and the terms of the Policies, the Terms of Service will prevail.
22) CHILDREN.
We are not a site targeted at children or those under the age of 16. For additional information, please see our Privacy Policy.
23) NO THIRD PARTY BENEFICIARIES.
No person or entity not a party to these Terms of Service will be deemed to be a third-party beneficiary of these Terms of Service or any provision hereof.
24) SEVERABILITY.
If any provision of these Terms of Service is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of these Terms of Service will remain in full force and effect.
25) WAIVER AND AMENDMENT.
If Cortexa fails to insist upon strict performance of Subscriber’s obligations under any of these terms and conditions, or if Cortexa fails to exercise any of the rights or remedies to which it is entitled under these Terms of Service, this will not constitute a waiver of such rights or remedies and will not relieve Subscriber from compliance with such obligations. No waiver by Cortexa of any default will constitute a waiver of any subsequent default, and no waiver by Cortexa of any of these terms and conditions will be effective unless it is expressly stated to be a waiver and is communicated to Subscriber in writing.
26) COMPLETE UNDERSTANDING.
These Terms of Service, together with the Website Policy and the Privacy Policy, constitute the sole and entire agreement between Subscriber and Cortexa with respect to the Services and supersedes all prior and contemporaneous understandings, agreements, representations, warranties or terms and conditions, both written and oral, with respect to the Services.
EFFECTIVE DATE: 15th April, 2018