Issued 20 February 2018
Scribestar Limited is a company incorporated in England and Wales under company number 06935972, with registered office at Suite 202, 45 Beech Street, London EC2Y 8AD, United Kingdom ("Scribestar", “we”, “us” or “our”). Scribestar provides certain web-enabled platform services (“Scribestar Services”) via https://corporate.scribestar.com or such other Uniform Resource Locator (“URL”) as we may utilize from time to time (“Site”). This document sets out the terms (“Terms”) on which Scribestar’s Services are offered and provided via the Site.
These Terms apply to:
(1 and 2 above are referred to as “External Users”).
These Terms do not apply any user accessing the Site and using the Scribestar Services as an employee or contractor of a Scribestar Customer (“Customer Internal Users”). Customer Internal Users can stop reading now.
DEFINITIONS AND INTERPRETATION
‘Affiliate’ means, with respect to a party, any entity that directly or indirectly controls, is controlled by, or is under common control with such party, whereby “control” (including, with correlative meaning, the terms “controlled by” and “under common control”) means the possession, directly or indirectly, of the power to direct, or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract, or otherwise.
‘Customer Contract’ means a contract entered into between Scribestar and a Scribestar Customer organization covering the use by the Scribestar Customer of the Scribestar Services.
‘Other Services’ means third party products, applications, services, software, products, networks, systems, directories, websites, databases and information which the Scribestar Service links to, or which External Users may connect to or enable in conjunction with the Scribestar Service, including, without limitation, Other Services which may be integrated directly into Your Account.
“Scribestar Customer” means an organization that has entered into a Customer Contract.
‘Service Data’ means electronic data, text, messages, communications or other materials submitted to and stored within the Scribestar Service by External Users in connection with use of the Scribestar Service, which may include, without limitation, Personal Data.
Unless the context otherwise requires: (a) words in the singular shall include the plural and in the plural shall include the singular; and (b) a reference to one gender shall include a reference to the other genders; and (c) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
TERMS OF SITE USE
Please read these Terms carefully before you start to use the Site.
Scribestar’s contractual obligations and other duties under a Customer Contract are owed to Scribestar Customers and are not extended for the benefit of External Users.
Scribestar makes the Scribestar Services available to External Users on behalf of Scribestar Customers.
By using the Site, you confirm that you accept these Terms and you agree to comply with them. By agreeing to these Terms you also agree to comply with any other policy published on the Site by Scribestar from time to time. If you are entering into these Terms on behalf of a company, organization or another legal entity other than a Scribestar Customer (an “External Entity”), you are agreeing to these Terms for that External Entity and representing to Scribestar that you have the authority to bind such External Entity and its Affiliates to these Terms, in which case the terms “you,” “your” or related terms herein shall refer to such Entity and its Affiliates. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms and may not use the Scribestar Service. If you do not agree to any of the foregoing, then you must not use our Site.
CHANGES TO THESE TERMS
We may revise these Terms at any time and from time to time. The latest Terms are published on our Site.
CHANGES TO THE SITE AND THE SCRIBESTAR SERVICE
We may update our Site from time to time, and may change the way the Scribestar Service is provided at any time.
We do not guarantee that the Site, or any content on it, will be free from errors or omissions. Furthermore, please note that any of the content on the Site may be out of date at any given time, and we are under no obligation to update it.
ACCESSING THE SITE AND THE SCRIBESTAR SERVICE
You are responsible for making all arrangements necessary for you to have access to the Site.
We do not guarantee that the Site, or any content on it, will always be available or be uninterrupted. Access to the Site is permitted on a temporary basis. We may suspend, withdraw, discontinue or change all or any part of the Scribestar Service without notice. We will not be liable to you if for any reason the Site is unavailable at any time or for any period.
YOUR ACCOUNT AND PASSWORD
You agree to provide true, accurate, current and complete registration information, including correcting information where necessary submitted as part of an invitation to use the Site sent by a Scribestar Customer, and to maintain and promptly update such information to keep it true, accurate, current and complete.
If you are provided with a user identification code, password or any other piece of information as part of Scribestar’s security procedures, you must treat such information as confidential. You must not disclose it to any third party and it is for your personal use only. Scribestar will not be liable for any loss that you may incur, or may create, as a result of someone else's use of your password or account, either with or without your knowledge or assent. You may not use any other user's account at any time for any reason.
You are solely responsible for the content of your files, and the Scribestar Service acts only as a medium for your online creation, editing and distribution of documents and other content.
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us and the relevant Scribestar Customer. Our contact information is available on the Site. Scribestar Customer contact information is available from the Scribestar Customer.
Scribestar has the right to disable any user identification code or password, whether chosen by you or allocated by Scribestar, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.
COMMUNICATIONS FROM SCRIBESTAR
The Service may include certain communications from Scribestar, such as service announcements, administrative messages and newsletters. You understand that these communications shall be considered part of using the Scribestar Services. As part of our policy to provide you total privacy, we also provide you the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.
ACCEPTABLE USE POLICY
You must not use the Scribestar Service for any purpose that is unlawful or prohibited in any manner or which could damage, disable, overburden, or impair the Scribestar Service or network, communications equipment or computers connected to the Scribestar Service, or which could interfere with any other parties' use and enjoyment of the Scribestar Service.
You must not attempt to gain unauthorized access to the Scribestar Service, other accounts, computer systems or networks connected to the Scribestar Service, through hacking, password mining or any other means, nor shall you commit an act or omission that facilitates such activity by another person.
You must not disable or bypass any functionality of the Scribestar Service or assist another person's effort to harvest or otherwise collect information about others, including but not limited to user email addresses for spamming or other purposes.
INTELLECTUAL PROPERTY AND LICENCE RIGHTS
The Scribestar Service and any necessary software used in connection with the Scribestar Service contains proprietary and confidential information that is protected by intellectual property and other applicable laws. Scribestar grants you a limited, personal, non-transferable, nonexclusive license to use the Scribestar Service, application programming interfaces (‘API’), and API-generated or derived utilities, and documentation to the extent which they may be provided by the Scribestar Service. You must not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, reverse engineer, create derivative works from, build a product using ideas, functions, or graphics similar to, transfer, or sell any information, software, products or services obtained from Scribestar or the Scribestar Service.
We respect your right to ownership of content created or stored by you on the Site. You own the content created or stored by you on the Site subject to any third party’s overriding rights (such as a Scribestar Customer’s rights). Unless specifically permitted by you, your use of the Scribestar Services does not grant Scribestar the license to use, reproduce, adapt, modify, publish or distribute the content created by you or stored in your user account for Scribestar’s commercial, marketing or any similar purpose. But you grant Scribestar permission to access, copy, distribute, store, transmit, reformat, display and perform the content of your user account solely as required for the purpose of providing the Scribestar Service to you.
USER GENERATED CONTENT
You may transmit or publish content created by you using the Scribestar Service or otherwise. However, you shall be solely responsible for such content and the consequences of its transmission or publication. Any content made public will be publicly accessible through the internet and may be crawled and indexed by search engines. You are responsible for ensuring that you do not accidentally make any private and/or confidential content publicly available. Any content that you may receive from other users of the Scribestar Service is provided to you "as is" for your information and personal use only and you agree not to use, copy, reproduce, distribute, transmit, broadcast, display, sell, license or otherwise exploit such content for any purpose, without the express written consent of the person who owns the rights to such content. In the course of using the Scribestar Service, if you come across any content with confidentiality and/or copyright notice(s) or any copy protection feature(s), you agree not to remove such confidentiality and/or copyright notice(s) or disable such confidentiality and/or copy protection feature(s) as the case may be. By making any confidential/copyrighted/copyrightable content available on the Scribestar Service you affirm that you have the consent, authorization or permission, as the case may be, from every person who may claim any rights in such content to make such content available in such manner. Further, by making any content available in the manner aforementioned, you expressly agree that Scribestar will have the right to block access to or remove such content made available by you if Scribestar receives complaints concerning any illegality or infringement of third party rights in such content. By using the Scribestar Service and transmitting or publishing any content using such Scribestar Service, you expressly consent to determination of questions of illegality or infringement of third party rights in such content by the agent designated by Scribestar for this purpose.
Scribestar, the Scribestar logo, the names of individual Scribestar Services and their logos are trademarks of Scribestar. You agree not to display or use, in any manner, the Scribestar trademarks, without Scribestar’s prior written permission.
SUSPENSION AND TERMINATION
Your use of the Scribestar Service is permitted on an ‘at will' basis. Your use may be ended by a Scribestar Customer without notice. You should not rely on the Scribestar Service to store data which you need to retain.
Your user account may be suspended or temporarily disabled in the event of any suspected illegal activity, extended periods of inactivity or requests by law enforcement or other government agencies. Objections to suspension or disabling of user accounts should be made to the Scribestar Customer’s nominated representative in respect of your account or to email@example.com . A suspended or disabled user account may be terminated after thirty days.
Your Scribestar Customer representative should also terminate your user account on your request.
In addition, we reserve the right to terminate your user account and deny access to the Scribestar Service upon reasonable belief that you have violated these Terms. You have the right to terminate your user account if Scribestar breaches its obligations under these Terms.
UPLOADING CONTENT TO OUR SITE
Whenever you make use of a Scribestar Service feature that allows you to upload content to the Site, or to make contact with other users of the Scribestar Service via the Site, you must comply with the content standards set out in our Acceptable Use Policy.
We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to the Site constitutes a violation of their intellectual property rights, or of their right to privacy.
We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our Site.
SECURITY AND CONFIDENTIALITY
‘Confidential Information’ means all information disclosed by you to the Site which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to information relating to Scribestar’s security policies and procedures. For purposes of these Terms, these Terms as well as Service Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the parties; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
Subject to the express permissions of these Terms, External Users and Scribestar will protect each other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its/their own Confidential Information, but with no less than reasonable care.
Except as otherwise expressly permitted pursuant to these Terms, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information (a) solely to those of our respective employees, representatives, subcontractors and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information; (b) as necessary to comply with an order or subpoena or witness summons of any administrative agency or court of competent jurisdiction; or (c) as reasonably necessary to comply with any applicable law or regulation.
Scribestar will maintain commercially reasonable administrative, physical and technical safeguards to protect the security, confidentiality and integrity of Service Data. These safeguards include encryption of Service Data in transmission (using ‘transport layer security’ or similar technologies), except for certain Other Services that do not support encryption, which you may link to through the Scribestar Service at your election. Our compliance with the provisions of this paragraph shall be deemed compliance with our obligations to protect the security and confidentiality of Service Data as set forth in these Terms.
ACCESS TO INFORMATION
Information sent through the internet is subject to the security on the internet generally but we shall use all reasonable endeavours to ensure that, for Scribestar systems, reasonable security measures have been implemented. Although we will do our best to protect your Personal Data, we cannot guarantee the security of your Service Data transmitted to our site: any transmission from you to our site is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
DATA PROTECTION AND PRIVACY
References to ‘Data Controller’, ‘Data Processor’ and ‘Personal Data’ have the meanings defined in the United Kingdom's Data Protection Act 1998 (the “DPA”). Scribestar, acting as Data Processor will comply with the 7th principle of the DPA.
Scribestar stores all Customer and External User data on servers located in the UK. Consistent with the requirements of the 7th principle, Scribestar shall:-
(i) act only on instructions from the Scribestar Customer in respect of any Personal Data processed by Scribestar;
(ii) have technical and organisational measures in place against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data held or processed by it, appropriate to the harm that might result from such unauthorised or unlawful processing or loss, destruction or damage to Personal Data and the nature of the Personal Data;
(iii) take reasonable steps to ensure the reliability of any of its staff who have access to personal data processed in connection with these terms; and
(iv) not transfer the personal data to a country or territory outside the European Economic Area without ensuring the Personal data is afforded adequate protection within the meaning of the DPA or without the Customer's prior written consent.
Scribestar' liability for a breach of the data protection obligations set out above is limited to a maximum of £100 for each event or series of linked events.
INFORMATION WE MAY COLLECT FROM YOU
We may collect and process data about you which includes information you provide when you register to use the Site and use the Scribestar Service including any associated services from our Site. The information you give us may include your name, address, e-mail address and phone number, and other information you input to the Site. With regard to each of your visits to the Site we may automatically collect technical information, including the Internet Protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform and information about your visit, including the full URL clickstream to, through and from our Site (including date and time); services you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page and any phone number or other means used to call or otherwise contact our customer service.
USES MADE OF INFORMATION COLLECTED ON THE SITE
We use information held about you to carry out our obligations arising from any Customer Contract entered into which enables your use of the Scribestar Service and to provide you with information about the Scribestar Services and to notify you about changes to our services or policies governing use of the Site or to ensure that the Scribestar Services including the content from our Site is presented in the most effective manner.
We will use information collected on the Site to administer the Site and for internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes and to improve the Scribestar Services and the Site to ensure that content is presented in the most effective manner for you and for your computer and to allow you to participate in interactive features of the Scribestar Service, if and when offered by us, and if you choose to do so and as part of our efforts to keep our Site safe and secure and to measure or understand the effectiveness of the services we provide to you and others, and to make suggestions and recommendations to you and other users of the Scribestar Service and our Site about services that may interest you or them.
We may combine information we receive from others with information you give to us and information we collect about you. We may us this information and the combined information for the purposes set out above (depending on the types of information we receive).
A cookie is a small file of letters and numbers that we store on your browser or the hard drive of your computer if you agree. Cookies contain information that is transferred to your computer's hard drive.
We use the following cookies:
You block cookies by activating the setting on your browser that allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or parts of our site.
You agree to indemnify and hold harmless Scribestar, its officers, directors, employees, suppliers, and affiliates, from and against any losses, damages, fines and expenses (including attorney's fees and costs) arising out of or relating to any claims that you have used the Scribestar Services in violation of another party's rights, in violation of any law, in violations of any provisions of the Terms, or any other claim related to your use of the Scribestar Services, except where such use is authorized by Scribestar.
DISCLAIMER OF WARRANTIES
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN AS-IS-AND-AS-AVAILABLE BASIS. SCRIBESTAR EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SCRIBESTAR MAKES NO WARRANTY THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE. USE OF ANY MATERIAL DOWNLOADED OR OBTAINED THROUGH THE USE OF THE SERVICES SHALL BE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, MOBILE TELEPHONE, WIRELESS DEVICE OR DATA THAT RESULTS FROM THE USE OF THE SERVICES OR THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER WRITTEN OR ORAL, OBTAINED BY YOU FROM SCRIBESTAR, ITS EMPLOYEES OR REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.
LIMITATION OF LIABILITY
YOU AGREE THAT SCRIBESTAR SHALL, IN NO EVENT, BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER OR FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION, OR OTHER LOSS ARISING OUT OF OR CAUSED BY YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF SCRIBESTAR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT SHALL SCRIBESTAR’S ENTIRE LIABILITY TO YOU IN RESPECT OF ANY SERVICE, WHETHER DIRECT OR INDIRECT, EXCEED THE FEES PAID BY YOU TOWARDS SUCH SERVICE.
Each of the parties irrevocably submits for all purposes (including any noncontractual disputes or claims) to the exclusive jurisdiction of the courts in England and Wales.