TERMS OF USE Last Updated: 2nd December 2020

These terms of use (“Terms of Use”) describe the terms and conditions applicable to these Wazoku services. You have been given access to use these services provided by Wazoku Limited (“Wazoku, we, our, us”) pursuant to the Wazoku Services subscription agreement between us and the organisation which authorised your access to the use these services pursuant to such agreement (“Services Agreement”), for example your employer or the company to which you are providing services. By accessing and/or using these services you are bound by these Terms of Use and in return for your access to and/or of use these services you agree to comply with these terms and any additional terms of use as notified to you by the organisation which authorised your access to use these service. PLEASE READ THE FOLLOWING CAREFULLY.  If you do not agree to these terms, please do not access or use these services. Wazoku may revise these Terms of Use at any time by posting an updated version to this Web page. These services are not available for use by minors (those under 18 years of age, or otherwise under applicable law), or individuals or organisations who cannot form legally binding contracts under applicable law. If you do not qualify, please do not use these services.

(1) Right to Use. You are granted a non-exclusive, non-transferable, limited right to access and use these services solely for the purposes of performing the activities as instructed by the organisation you work for and limited to the subscription term granted to such organisation.  Upon termination of the Services Agreement and/or subscription to the Services, your rights to access and use these service shall immediately terminate.

(2) Your Obligations.

(a) You shall:

  • only access and use these services solely for the intended use as described in the Service Agreement and related documentation as notified to you by your organisation;
  • use these services for lawful purposes only and shall comply with all applicable laws and regulations;
  • except where you access these services through your organisations Single Sign On (SOO), keep a secure password for your use of these Services and shall keep such password confidential and not share with any other person (including without limitation, other users). You agree to notify us at support@wazoku.com of any unauthorised use of your account or breach of security, including loss, theft, or unauthorised disclosure of your password or login information;
  • use all reasonable efforts to prevent any unauthorised access to, or use of, these services and, in the event of any such unauthorised access or use, promptly notify your organisation’s nominated account administrator (as notified to you by your organisation); and
  • be solely responsible for the accuracy, completeness, design, appropriateness, and legality of any data you upload and/or input through your use of these services;

(b) You shall not:

  • access these services for purposes of monitoring its availability, performance or functionality;
  • transmit any viruses through your use of these services.
  • upload, input, access, store, distribute or any material, including without limitation any data you input and/or upload during the course of your use of these services that: (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; or (iii) is otherwise illegal (including without limitation infringement of any third party intellectual property rights or any other rights) or causes damage or injury to any person or property;
  • access all or any part of these services and related documentation in order to build a product or service which competes in whole or part with these services and/or the documentation;
  • use these services and/or Documentation to provide services to third parties;
  • reverse engineer, decompile, disassemble, modify, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make these Services and/or related documentation available to any third party;
  • attempt to obtain, or assist third parties in obtaining, access to these services and/or related documentation; or
  • upload or input through the Service or otherwise disclose to Wazoku or its affiliates, any information which you do not have the rights to and/or which you are under an existing contractual or other legal obligation to maintain in confidence.

(c) Should your participation in these services be found to breach legal obligations you may have with other third parties or any other rights or in the event of a breach of the confidentiality obligations in this section, you agree to defend, indemnify and hold harmless Wazoku and its and their respective officers, directors, employees, agents, licensors, and suppliers, from and against all claims, actions or demands, liabilities, and settlements, including, without limitation, reasonable legal and accounting fees, arising in connection with such unauthorised and prohibited disclosure.

(d) We reserve the right, without liability or prejudice to our other rights, to remove any content which breaches any laws or regulations and/or third party rights and/or which we, in our sole discretion, suspect is Inappropriate Content and to disable your access to these services and/or access to any material that breaches the provisions of this section.

(3) Our Intellectual Property Right. You acknowledge and agree that we and/or our licensors own all Intellectual Property Rights in and to these services and all related software, applications, documentation, materials, trademarks, trade names and service marks used to provide these services and any aggregated usage data we use to improve our products and services. Except for your  limited right to use these services subject to and in accordance with the Services Agreement and these terms, nothing in these terms or the Services Agreement grants you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of our software, these services and related documents which are expressly reserved by us. For the purposes of this clause “Intellectual Property Rights” means: including without limitation, rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights.

(4) Your Information. We do not obtain any rights in any information or data you input or upload through your use of the services and any such ownership and/or license rights in or to your data will be governed by the terms and conditions between you and the organisation which granted you access to these services. We disclaim all liability of any kind in respect of (i) any information, data or materials you upload and/or input through your use of these services, (ii) third party information and/or (ii) any other material or services which may be accessed using the Services and for any fraud committed in connection with the Services, except for our obligations under the Service Agreement and applicable data protection laws with respect to our processing of any personal data you may upload through your use of the services (depending on the fields activated by the organisation which authorised your access). For information on the processing of your personal data submitted by you via these services, please contact the organisation which gave you access to use these services. To the extent we are deemed the controller of any of your personal data, such as your log in details, please see our privacy policy found here for information on our processing of such data.

 (5) No Warranties. THESE SERVICES ARE PROVIDED “AS IS”. WE EXPRESSLY DISCLAIM ALL REPRESENTATIONS AND WARRANTIES IN CONNECTION WITH THESE SERVICES, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, ACCURACY, COMPLETENESS, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE WHICH ARE HEREBY EXCLUDED.

 (6) Limitation of Liability and Disclaimer.  THESE SERVICES MAY CONTAIN LINKS TO WEBSITES OR SERVICES OPERATED BY THIRD PARTIES AND THESE LINKS ARE FOR CONVENIENCE ONLY. WE ARE NOT RESPONSIBLE FOR AND DISCLAIM ANY AND ALL LIABILITY FOR SUCH WEBSITES AND SERVICES CONTENT AND PRIVACY POLICIES AND DO NOT ENDORSE ANY LINKED MATERIAL. TO THE MAXIMUM EXTENT PERMITTED BY LAW (A) WE SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, CLAIMS, EXPENSES OR OTHER COSTS (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) YOU SUFFER OR INCUR AS A RESULT OF THIRD-PARTY CLAIMS RELATING TO YOUR USE OF THE SERVICES, (B) UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND (C) OUR MAXIMUM AGGREGATE LIABILITY TO YOU ARISING OUT OF THESE TERMS SHALL BE LIMITED TO £100, REGARDLESS OF THE CAUSE. WE DO NOT EXCLUDE OR LIMIT OUR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE, FOR FRAUD OR FOR ANY OTHER LIABILITY WHICH CANNOT BE LIMITED OR EXCLUDED BY APPLICABLE LAW.

(7)  Issues. If you encounter any issues with your use of these services or wish to remove your login details, please contact the account administrator nominated by your employer (or in the case of contractors, the organisation to which you are providing services).

(8) Applicability of Terms of Use. These Terms of Use and the terms of the Service Agreement shall apply for as long as you are permitted access to use these services pursuant to the Services Agreement.

(9) General. These  Terms of Use shall be governed by and interpreted in accordance with the laws of the England and Wales (excluding any rules governing choice of laws) and the parties agree to submit to the exclusive jurisdiction of the English Courts. These Terms of Use will be binding on and will inure to the benefit of the legal representatives, successors and assigns of the parties hereto. These Terms of Use (and the policies referenced herein and incorporated by reference) constitute the entire agreement between you and us with respect to the subject matter hereof, and you have not relied upon any promises or representations by us with respect to the subject matter except as set forth herein. You shall not assign these Terms of Use or assign any rights or delegate any obligations hereunder, in whole or in part, whether voluntarily or by operation of law. The governing language of these Terms of Use, and the Privacy Policy is English. A person who is not a party to these Terms of Use has no rights under the Contracts (Rights of Third Parties) Act 1999 (the “Act”) to enforce, or to enjoy the benefit of, any term of these Terms of Use, but this does not affect any right or remedy of a third party which exists or is available apart from the Act.