Prospect Path - Terms & Conditions

Terms & Conditions

Prospect Path is owned and maintained by Converted Media Ltd, a company incorporated under the laws of England and Wales with company number 5553920 and located at The Core, Science Central, Bath Lane, Newcastle Upon Tyne NE4 5TF, United Kingdom (“Prospect Path”, “we”, “our” or “us”). Our VAT number is: GB225485795

Please find below two separate sets of terms and conditions:

(A) A platform service agreement which applies to all our corporate customers who create an account with Prospect Path for use of the platform; and

(B) An end user license agreement which applies to all individual, authorised users of the platform. If you are not sure which set of terms and conditions apply to you, please contact us at customerteam@prospectpath.com

(A) PLATFORM SERVICE AGREEMENT

INTRODUCTION

This agreement, together with the Privacy Policy, sets out the terms and conditions upon which we, Converted Media Ltd t/a Prospect Path, make the Prospect Path platform available to our clients for use.

By registering as a user of the Prospect Path platform, you are indicating that:

you have read and agree to the terms and conditions of this agreement; and where you are representing a company, that you have authority to bind that company.
If you do not agree to the terms and conditions of this agreement, you must immediately cancel your registration and stop all use of the Prospect Path platform.

Alternatively, if you and we have agreed in writing on a separate set of terms and conditions, such separate terms and conditions will apply in place of these.

Please note that this agreement contains terms and conditions relating to:

the services which we provide to you via the Prospect Path platform, including our right to change those services (clause 1);
restrictions on your and other authorised users' use of the Prospect Path platform (clause 2 and 5);
fees payable for use of the Prospect Path platform (clause 7);
limitations and exclusions of our liability to you (clause 11).

This is only a summary of some of the key terms in this agreement. We strongly you suggest you read the entire agreement and print out a copy for future reference.

OUR AGREEMENT WITH YOU

Before we begin, below is a list of the terms which we will use in this agreement and their meanings:

Authorised Users: employees, agents, consultants or independent contractors of the Client who are authorised by the Client to use the Data, Services and the Documentation, as more particularly described in clause 3.1.

Authorized Employee: an employee of Prospect Path who has a need to know or otherwise access Personal Data to enable Prospect Path to perform their obligations under this Agreement.

Client: the person or company contracting with Prospect Path under the terms and conditions of this agreement.

Data: information relating to the purchasing intent of organizations and served as an individual piece of data e.g. a sales lead, or other form of prospect data

Confidential Information: information that is proprietary or confidential and is clearly labelled or conveyed as such, or information that would be regarded as confidential by a reasonable business person.

Credits: discretionary refunds provided by Prospect Path to the Client under the terms of this agreement

Documentation: the document(s) made available to the Client by Prospect Path online or otherwise notified by Prospect Path to the Client from time to time which sets out a description of the Services and the user instructions for the Services.

Fees: the fees payable by the Client to Prospect Path for the Services in accordance with the Fee Schedule.

Fee Schedule: the schedule of Fees as agreed in writing between the Client and Prospect Path.

Services: the services provided by Prospect Path to the Client under this agreement via: (i) the Prospect Path platform available at www.prospectpath.com and app.prospectpath.com (or any other website notified to the Client by Prospect Path from time to time).

Software: the online software application provided by Prospect Path as part of the Services.

Support Services: the services provided by Prospect Path to support and assist the Client’s use of the Services.

Targeting Parameters: the customer targeting criteria agreed in writing between the Client and Prospect

Term: the term of this agreement, as defined in clause 12.1.

1. SERVICES

1.1 During the Term, Prospect Path will provide the Services to the Client on, and subject to, the terms of this agreement.

1.2 The purpose of the Services is to provide Data in accordance with targeting parameters provided by the Client or by an Authorised User.

1.3 Prospect Path will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week.

1.4 Prospect Path will, as part of the Services and at no additional cost to the Client, provide the Client with Support Services during normal business hours. Prospect Path may amend the availability of certain Support Services in its sole and absolute discretion from time to time.

1.5 Prospect Path may, from time to time during the Term:

(a) make new features, functionality, applications or tools available in respect of the Services;

(b) modify the Software by issuing updates or new releases;

provided that such change does not adversely affect the then existing functionality of the Services.

LICENCE AND USE RESTRICTIONS

2.1 Subject to the Client complying with all terms and conditions in this agreement, Prospect Path hereby grants to the Client a non-exclusive, non-transferable right to permit the Authorised Users to use the Services, Documentation and Software during the Term solely for the Client’s internal business operations.

2.2 Except to the extent expressly permitted under this agreement, the Client undertakes that the Client will not, and will procure that Authorised Users will not:

(a) create and/or distribute any product or service which competes with the Services;

(b) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties:

(i) and except to the extent expressly permitted under this agreement, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or the Documentation in any form or media or by any means; or

(ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software;

(e) attempt to obtain, or assist third parties in obtaining, access to the Services and/or the Documentation.

2.4 The Client must use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Prospect Path.

2.5 The rights provided under this clause 2 are granted to the Client only and, in the absence of express written consent, will not be considered granted to any subsidiary or holding company of the Client.

3. AUTHORISED USERS

3.1 In relation to the Authorised Users, the Client undertakes that each Authorised User must keep a secure password for his use of the Services and Documentation and that each Authorised User must keep his password confidential.

3.2 The Client acknowledges that it is solely responsible for determining the permission rights (being either admin or read-only permission rights) of each Authorised User and for monitoring compliance with these permission rights and Prospect Path will have no liability for the same.

3.3 The Client may, from time to time during any Term, change the filtering criteria with which the platform determines the Data to serve to the Client by either clicking the relevant link on the website or application the Services are provided on or by contacting us with details of the changes (including the Client’s account details) to customerteam@prospectpath.com. Provided all relevant information has been provided, the changes will become effective, and access to the Data, Services and Documentation (if applicable) will be updated, within three (3) working days of receipt of the Client’s request.

PROSPECT PATH’S OBLIGATIONS

4.1 Prospect Path undertakes that the Services will be performed substantially in accordance with the Documentation and with reasonable care and skill.

4.2 The undertaking at clause 4.1 will not apply to the extent of any non-conformance which is caused by the use of the Data or Services contrary to Prospect Path instructions, or modification or alteration Services by any party other than Prospect Path or Prospect Path authorised contractors or agents. If the Services do not conform to the foregoing undertaking, Prospect Path will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Client with an alternative means of achieving the desired performance. Such correction or substitution constitutes the Client’s sole and exclusive remedy for any breach of the undertaking set out in clause 4.1. Notwithstanding the foregoing, Prospect Path:

(a)does not warrant that the Client’s use of the Services will be uninterrupted or error-free; or that the Data, Services, Documentation and/or the information obtained by the Client through the Services will meet the Client’s requirements;

(b)is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Client acknowledges that the Data, Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communication facilities.

4.3 This agreement will not prevent Prospect Path from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.

5. CLIENT OBLIGATIONS

5.1 The Client shall:

(a)provide Prospect Path with all necessary co-operation, information and access to such information in order to provide the Services;

(b)comply with all applicable laws and regulations with respect to its activities under this agreement;

(c) obtain and maintain all necessary licences, consents, and permissions necessary for Prospect Path to perform its obligations under this agreement, including the Services;

(d)ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of both this agreement and the End User Licence Agreement, including any and all user instructions for the Services in the Documentation, and will be responsible for any breach of this agreement by an Authorised User;

(e)upon request, provide Prospect Path with such information about its Authorised Users as is reasonably required by Prospect Path for the purpose of managing and enforcing the terms of the End User Licence Agreement with such persons;

(f)be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Prospect Path’s data centres, and all problems, delays, delivery failures and all other loss or damage arising or relating to the Client’s network connections or telecommunications links or caused by the internet.

6. Credits

6.1 In relation to Credits, Prospect Path may, at its discretion, provide the client with a refund if it is determined that the Data served to the Client:

a) does not meet the agreed Targeting Parameters; or

b) where contact information is expected, does not include accurate contact information; or

c) the Data has already been provided to the Client by Prospect Path; or

d) the Client is already in possession of the Data provided by Prospect Path

6.2 The Client agrees to notify Prospect Path of its wish to request a Credit within 10 calendar days of receiving the Data.

6.3 The maximum Credit shall be equal to the Fee payable for the Data.

7. PRICES AND PAYMENT

7.1 The Client must pay the Fees to Prospect Path in accordance with this clause 7 and the Fee Schedule.

7.2 All Fees due under this agreement will be payable in US Dollars or GB Pounds, are non-refundable (except as set out in clause 6) and are exclusive of value added tax, which will be added to the bill at the appropriate rate where applicable.

7.3 If, for any reason, the Client does not pay Prospect Path the Fees within 10 working days of the due date for payment, then, without limiting Prospect Path’s remedies under clause 12: (a)the Client must pay interest on the overdue amount at the rate of 4% per annum above the Bank of England’s base rate from time to time. Such interest will accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Client must pay the interest together with the overdue amount; and

(b)Prospect Path may suspend access to all or part of the Services, without any liability to the Client, and will be under no obligation to provide any or all of the Services while the Fee(s) concerned remain unpaid.

7.5 Prospect Path is entitled to increase the Fees, provided Prospect Path gives the Client at least one month’s written notice of the change. Fee changes will take effect on the next billing date. The Fee Schedule will be deemed to have been amended accordingly.

8. Intellectual Property Rights

The Client acknowledges and agrees that Prospect Path and/or its licensors own all intellectual property rights in the Services, the Software and the Documentation. Except as expressly stated herein, this agreement does not grant the Client any rights to, or in, patents, copyright, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services, the Software or the Documentation.

9. CONFIDENTIALITY

9.1 Each party may have access to Confidential Information of the other party under this agreement. A party’s Confidential Information does not include information that:

(a) is or becomes publicly known through no act or omission of the receiving party; or

(b) was in the other party’s lawful possession prior to the disclosure; or

(d) is independently developed by the receiving party, which independent development can be shown by written evidence; or

(e)is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

9.2 Each party must hold the other’s Confidential Information in confidence and, unless required by law, not make the other’s Confidential Information available to any third party or use the other’s Confidential Information for any purpose other than the implementation of this agreement.

9.3 Each party agrees to take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of this agreement.

9.4 This clause 10 will survive termination of this agreement for any reason.

10. INDEMNITY

The Client must indemnify Prospect Path against all claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Client’s use or misuse of the Services and/or the Documentation, provided that:

(a) the Client is given prompt notice of any such claim;

(b) Prospect Path provides reasonable co-operation to the Client in the defence and settlement of such claim, at the Client’s expense; and

11. Limitation of liability

11.1 Except as expressly and specifically provided in this agreement:

(a) the Client assumes sole responsibility for results obtained from the use of the Data it is served by Prospect Path or the use of the Services and the Documentation by the Client and for from such use. Prospect Path will have no liability for damage caused by errors or omissions in any Data, or any actions taken by Prospect Path at the Client’s discretion;

(b) all warranties, conditions and other terms implied by statute, common law or otherwise are, to the fullest extent permitted by law, excluded from this agreement; and

11.2 Nothing in this agreement excludes the liability of Prospect Path for death or personal injury caused by Prospect Path negligence, for fraud or fraudulent misrepresentation or for any other liability that cannot be excluded under English law.

11.3 Subject to clause 11.2, Prospect Path will not in any circumstances be liable, whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:

(a) loss of profits; or

(b) loss of business; or

(d) loss or corruption of data or information; or

(e) any pure economic loss; or

(f) any special, indirect or consequential costs, damages, charges or expenses.

11.4 Subject to clause 11.2, Prospect Path total aggregate liability in contract, tort (including without limitation negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this agreement will in all circumstances be limited to the amount actually paid by the Client to Prospect Path under this agreement in the 12 months preceding the date on which the claim arose.

12. Term and termination

12.1 This agreement commences on the date the Client registers as a user of the Prospect Path platform. Unless terminated earlier in accordance with clauses 12.2 – 12.4 (inclusive), this agreement will continue for continuous one month periods.

12.2 The Client may terminate this agreement at any time and for any reason, with immediate effect, by clicking the relevant link to cancel its account on the website or application the Services are provided on or by emailing customerteam@prospectpath.com.

12.3 Prospect Path may terminate this agreement at any time and for any reason, with immediate effect, by by giving prior written notice to the Client.

12.4 Either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) the other party fails to pay any amount due under this agreement on the due date for payment; or

(b) the other party commits a material breach of any term of this agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or

(c) the other party admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986, or takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction.

13. Effects of termination

13.1 Upon termination or expiry of this agreement for any reason:

(a) all licences granted under this agreement will immediately terminate;

(b) each party must destroy or return to the other party (as directed by the other party):

(i) any materials, documentation and other items (and all copies of them) belonging to the other party (including the Documentation);

(ii) all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party’s Confidential Information,

including the erasure of the same from that party’s computer, communications systems and devices, including such systems and data storage services provided by third parties (to the extent technically and legally practicable);

(d) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination will not be affected or prejudiced; and

(f) any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement will remain in full force and effect.

14. GENERAL

14.1 Force Majeure. Neither party will in any circumstances be in breach of this agreement nor liable for delay in performing, or failure to perform, any of its obligations under this agreement if such delay or failure results from events, circumstances or causes beyond its reasonable control. In such circumstances the affected party will be entitled to a reasonable extension of the time for performing such obligations, provided that if the period of delay or non-performance continues for one (1) month, the party not affected may terminate this agreement by giving 10 working days' written notice to the other party.

14.2 Waiver. No failure or delay by a party to exercise any right or remedy provided under this agreement or by law will constitute a waiver of that or any other right or remedy, nor will it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy will prevent or restrict the further exercise of that or any other right or remedy.

14.3 Severance. If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, the other provisions or part provisions will remain in force and the invalid, illegal or unenforceable provision or part-provision will (where possible) apply with whatever modification is necessary to give effect to the commercial intention of the parties.

14.4 Entire Agreement. This agreement, and any documents referred to in it, constitute the entire agreement between the parties and supersedes any previous arrangement, understanding or agreement between then relating to the subject matter they cover. Each party acknowledges that in entering into this agreement it does not rely on, and will have no remedies in respect of, any statement, representation, assurance or warranty (whether in writing or not) of any person (whether party to this agreement or not), relating to the subject matter of this agreement, other than as expressly set out in this agreement.

14.5 Variation. No variation of this agreement will be effective unless it is in writing and signed by the parties (or their authorised representatives).

14.6 Assignment. The Client must not, without the prior written consent of Prospect Path, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this agreement. Prospect Path may at any time assign, transfer, charge, sub-contract or deal in any other manner with any or all of its rights under this agreement.

14.7 No partnership or agency. Nothing in this agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

14.8 Third Party Rights. No one other than a party to this agreement, their successors and permitted assignees, will have any right to enforce any of its terms.

14.9 Rights and remedies. The rights and remedies provided under this agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14.10 Notices. Any notice given to a party under or in connection with this contract must be in writing and must be: (a) delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or (b) sent by email to customerteam@prospectpath.com (for Prospect Path) and the email address provided by the Client during registration (for the Client). Any notice will be deemed to have been received: (d) if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the proper address; (e) if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second working day after posting or at the time recorded by the delivery service; or (f) if sent by email, at the time the notice is sent, provided that the sender did not receive a delivery failure notification.

14.11 Governing law and Jurisdiction. This agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by the laws of England and Wales. The courts of England shall have exclusive jurisdiction over such disputes or claims.

(B) END USER LICENCE AGREEMENT

This agreement (together with our Privacy Policy) sets out the terms and conditions on which we provide you with access to the Prospect Path platform (“Prospect Path”, “we”, “our” or “us ”).

By registering to use Prospect Path, you agree to the terms and conditions of this agreement which will bind you. If you do not agree to the terms of this agreement, please refrain from using Prospect Path.

1. Eligibility

1.1 To be eligible to access and use Prospect Path, you must be:

(a) be at least 18 years old;

(b) be a duly authorised employee, agent, consultant or independent contractor of a corporate customer that has contracted with Prospect Path (“ Corporate Customer”); and

1.2 You represent and warrant to us that you are authorised by a Corporate Customer to use Prospect Path.

2. Access and Use

2.1 Subject to your compliance with the terms and conditions of this agreement, Prospect Path hereby grants you a non-exclusive, non-transferable licence to access and use Prospect Path for the term of this agreement, solely for use as part of the Corporate Customer’s internal business operations.

2.2 You must keep all user identification codes and passwords confidential and not disclose them to any third party (unless as part of a reassignment permitted by the Corporate Customer).

3. Platform restrictions

3.1 Except as expressly set out in this agreement or as permitted by any local law, you agree not to:

(a)create and/or distribute any product or service which competes with Prospect Path;

(b)attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Prospect Path in any form or media or by any means;

(c) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Prospect Path;

(d)use Prospect Path to provide services to third parties;

(e)license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make Prospect Path available to any third party (except where you are an admin-user for the purpose of permitted other authorised users access to Prospect Path); or

(f)attempt to obtain, or assist third parties in obtaining, access to Prospect Path.

3.2 You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Prospect Path and, in the event of any such unauthorised access or use, promptly notify Prospect Path;

4. Acceptable use restrictions

4.1 You agree:

(a) not use Prospect Path in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

(b) not to act and fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into Prospect Path or any operating system; and

(c) not collect or harvest any information or data from Prospect Path or our systems or attempt to decipher any transmissions to or from the servers running Prospect Path.

5. Intellectual property rights

Converted Media Ltd t/a Prospect Path is the owner or the licensee of all intellectual property rights in the Prospect Path platform, and in the material published on it. All such rights are reserved. You acknowledge that you have no rights in or to Prospect Path other than the right to access and use Prospect Path in accordance with the terms of this agreement.

6. Changes to this agreement

We may change this agreement at any time. Any changes we make in the future will be posted on info.prospectpath.com/terms and, where appropriate, notified to you by e-mail or displayed on-screen when you next access Prospect Path.

7. Prospect Path’s liability

7.1 To the extent permitted by law, our maximum aggregate liability under or in connection with this agreement whether in contract, tort (including negligence) or otherwise, shall be limited to $100.

7.2 To the extent permitted by law, we exclude all conditions, warranties and representations which may apply to Prospect Path or any content on it, whether express or implied.

8. Termination

8.1 This agreement shall commence on the date you register to use Prospect Path and continue until the earlier of either termination under clause 8.2, or termination or expiry of the separate agreement between the Corporate Customer and Prospect Path.

8.2 This agreement may be terminated in the following events:

(a) you commit a material or persistent breach of this agreement, in which case we may terminate this agreement immediately by written notice to you; or

(b) the Corporate Customer withdraws your authority to use Prospect Path, for example, you cease to be employed by the Corporate Customer.

8.3 On termination for any reason all rights granted to you under this agreement shall cease.

9. Other important terms

9.1 We may transfer our rights and obligations under this agreement to another organisation, but this will not affect your rights or our obligations under this agreement.

9.2 If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

9.3 Each of the conditions of this agreement 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.

9.4 Please note that this agreement, its subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have exclusive jurisdiction.

The Core, Science Central, Bath Lane, Newcastle upon Tyne, NE4 5TF, UK