These terms of use (the “Agreement”) outline our agreement for your use of Nexus by Form 1 (the “Tool”), and any related website or service to which this Agreement refers to or is linked (the “Services”).

1. Your Agreement to these Terms of Use

1.1. Before accessing and using the Tool or using the Services, you should read this Agreement as it is a legally binding contract between you (the “User”) and Form 1 Partners Ltd (“Form 1”, “we” or “us”). This Agreement applies to each User that has an account to access the Tool or any other individual that uses the Services.

1.2. This Agreement contains a section entitled “Disclaimers and Limitation of Liability.” Please read this section carefully, as they limit Form 1’s liability to you. Also, please note that under this Agreement, your use of the Tool and the Services means you consent to receive certain communications from us via email.

1.3. The Effective Date of this Agreement is the date you first access the Tool. If we need to change these Terms of Service, we will post the new version here so that you will be able to review the new terms. We may change this Agreement at our discretion at any time, so please review this page periodically. If we make material changes to this Agreement, we will post those changes here and will try to notify you via email or by posting notice on our homepage.

1.4. By clicking on the “I Accept” button, completing the registration process and/or using the Tool or Services, you agree to be bound by this agreement.  Your continued use of the Services after the Effective Date or after we’ve notified you of changes constitutes your acceptance of any changes to this Agreement occurring after that date. If you decide that you no longer agree to the terms of this Agreement, you may no longer use the Service and you must close your account. Should we update or change the Services (or any mobile application), this Agreement will continue to apply to that updated service or application.

2. Accounts

2.1. To use the Tool you must register for an account (“Account”) and provide the information requested in the registration form. Once you have registered for an Account, you will access the Tool using the credentials associated with your email address. The information you provide to create your Account must be complete, accurate, and current and you must ensure that it remains so. You may terminate your account at any time by following the instructions provided by the Tool. We may suspend or terminate your Account in accordance with Section 9.

2.2. Your relationship with the Third-Party Services Providers associated with your Third-Party Accounts is governed entirely by your agreement(s) with those Third-Party Service Providers. Form 1 is not a party to those agreements and has no liability or responsibility with respect to such agreements, even if Form 1 is provided with personally identifiable information in violation of any privacy settings you have with those accounts. Other than to provide the Services, Form 1 does not review Third-Party Account Content for accuracy, legality, non-infringement or otherwise and Form 1 is not responsible for any content in any Third-Party Account.

2.3. You must maintain the confidentiality of your unique email account credentials and you are fully responsible for all activities that occur under your Account. You are the only individual authorized to access the Tool using your account credentials, and you may not share your credentials with anyone else. Please notify us immediately if there has been (or if you suspect) any unauthorized use of your Account or any other breach of security.

3. Access to the Tool

3.1. Subject to this Agreement, Form 1 grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Tool solely for your own personal use.

3.2. Your rights under this Agreement are subject to your compliance with the restrictions below under the heading “Acceptable Use”. Also, you must not:

   3.2.1. sublicense, sell, rent, lease, loan, transfer, assign, distribute, host, or otherwise commercially exploit the Tool, or any data or content displayed on the Tool;

   3.2.2. copy, modify, adapt, translate, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Tool, including any data or content displayed on the Tool;

   3.2.3. access the Tool, or any data or content displayed on the Tool, in order to build a similar or competitive website, product, or service;

   3.2.4. interfere in any manner with the operation of the Tool or the hardware and network used to operate the same, or attempt to probe, scan or test vulnerability of the Tool without prior authorization of Form 1;

   3.2.5. attempt to access the Tool through any unapproved interface;

   3.2.6. use the Tool, or any data or content displayed on the Tool, in connection with any of your time-critical or mission-critical functions;

   3.2.7. remove, alter, or obscure any proprietary notices (including copyright and trademark notices) on the Tool;

   3.2.8. use any manual or automated software, devices or other processes (including spiders, robots, scrapers, crawlers, avatars, data mining tools or similar) to “scrape” or download data or content from the Tool; or

   3.2.9. otherwise use the Tool, or any data or content displayed on the Tool, in a manner inconsistent with applicable law or this Agreement.

Form 1 may suspend your access to the Tool for any failure, or suspected failure, to comply with the foregoing conditions.

3.3. Form 1 may modify, suspend, or discontinue the Tool at any time in its sole discretion with or without notice and without liability. Form 1 is not obliged to provide you with any support or maintenance for the Tool.

3.4. Excluding any User Content that you may provide, all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Tool, its content and in the Services are owned by Form 1 or its licensors. Other than the limited license granted herein, neither you nor any third party shall obtain any right, title or interest in or to such intellectual property rights by virtue of the use of the Tool or the creation of any Account. Form 1 reserves all rights not granted in this Agreement.

3.5. You expressly agree to receive communications from us, including via e-mail. Communications from us and our affiliated companies may include:

   3.5.1. operational communications concerning your Account or the use of the Tool;

   3.5.2. updates concerning new and existing features on the Tool; and

   3.5.3. communications concerning promotions run by us or our partners.

We may provide you with the ability to opt-out of such communications but opting out may affect your use of the Tool and the Services.

4. User Content

4.1. “User Content” means any information and content you submit to or use with the Tool. This includes email, calendar and related content and information provided or submitted by you in connection with your use of the Tool and the Services. You are solely responsible for your User Content and any obligations regarding its accuracy, quality, integrity, reliability and legality. You assume all risks associated with your User Content and any reliance by others on its accuracy, completeness or usefulness, or any disclosure of your User Content that identifies you or others. You represent and warrant that you have the right to upload your User Content and that it does not violate any requirements under the heading “Acceptable Use” below. You may not represent or imply that Form 1 provides or endorses your User Content. Form 1 is not obligated to backup any User Content, and it may be deleted from the Tool at any time without notice. You are encouraged to create and maintain backup copies of your User Content if you desire.

4.2. By using the Tool and the Services, you grant Form 1 an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content (including Contacts) as necessary to:

   4.2.1. provide and improve the Tool (including through machine learning applications);

   4.2.2. generate log files, event files, and trace and diagnostic files, as well as statistical and other data from the operation of the Tool and the use of User Content, in each case, in an aggregated or anonymized form (“Technical Data”); and

   4.2.3. use and disclose Technical Data to improve the Tool and Form 1’s related products and services (including through machine learning applications) and provide analytics and benchmarking services. Technical Data disclosed to another party will not identify you or your enterprise (if applicable).

5. Acceptable Use

5.1. You may not use the Tool to collect, upload, transmit, display, or distribute any User Content:

   5.1.1. that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;

   5.1.2. that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable;

   5.1.3. that is harmful to minors in any way; or

   5.1.4. that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

5.2. You must not:

   5.2.1. upload, transmit, or distribute to or through the Tool any computer viruses, worms, or any software intended to damage or alter a computer system or data;

   5.2.2. send through the Tool unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;

   5.2.3. use the Tool to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;

   5.2.4. interfere with, disrupt, or create an undue burden on servers or networks connected to the Tool, or violate the regulations, policies or procedures of such networks;

   5.2.5. attempt to gain unauthorised access to the Tool (or to other computer systems or networks connected to or used together with the Tool), whether through password mining or any other means; or

   5.2.6. harass or interfere with any other user’s use and enjoyment of the Tool.

6. Non-compliance

6.1. If you do not comply with the Acceptable Use or any other term of this Agreement we may remove your User Content and terminate your Account. We may also make reports to the appropriate authorities depending on the materials within your User Content.

7. Feedback

7.1. If you provide Form 1 with any feedback or suggestions regarding the Tool (“Feedback”), you grant Form 1 a perpetual, irrevocable, sublicensable, transferable, royalty-free license to use and fully exploit such Feedback and related information in any manner it deems appropriate. Feedback is non-confidential and non-proprietary and you agree not to submit information or ideas that you consider to be confidential or proprietary as Feedback.

8. Indemnity

8.1. You agree to defend indemnify and hold harmless Form 1, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers and licensors from any claim or demand made by any third party due to or arising out of your: (a) use of the Tool, (b) violation of this Agreement or applicable laws; or (c) User Content.

9. Other Users

9.1. You are solely responsible for your own User Content. Form 1 does not control and is not responsible for any User Content on the Tool. Form 1 makes no guarantees or warranties of any kind relating to User Content. Your interactions with other Tool users are solely between you and such users and Form 1 is not responsible for any loss or damage incurred as a result.

10. Disclaimer and Limitation of Liability

10.1. The Tool is provided on an “as is” and “as available” basis. You acknowledge that it has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Tool meets your requirements.

10.2. We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for:

   10.2.1. loss of profits, sales, business, or revenue;

   10.2.2. business interruption;

   10.2.3. loss of anticipated savings;

   10.2.4. wasted expenditure;

   10.2.5. loss or corruption of data or information;

   10.2.6. loss of business opportunity, goodwill or reputation;

where any of the losses in Section 10.3.1 to Section 10.3.6 are direct or indirect; or

   10.2.7. any special, indirect or consequential loss, damage, charges or expenses.

   10.2.8. Other than the losses set out in Section 10.3 (for which we are not liable), our maximum aggregate liability under or in connection with this Agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to [£100].

10.3. Nothing in this Licence shall limit or exclude our liability for:

   10.3.1. death or personal injury resulting from our negligence;

   10.3.2. fraud or fraudulent misrepresentation;

   10.3.3. any other liability that cannot be excluded or limited by English law.

10.4. This Agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Tool. Except as expressly stated in this Agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Tool which might otherwise be implied into, or incorporated in, this Agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

 

11. Term & Termination

11.1. This Agreement will apply for so long as you use the Tool and Services. We may suspend or terminate your rights to use the Tool (including your Account) at any time for any reason at our sole discretion and without liability.

11.2. Upon termination of this Agreement, your Account and right to access and use the Tool will terminate immediately. Termination of your Account may involve deletion of your User Content. Form 1 is not required to delete or remove any User Content from the Tool. Even after your rights under this Agreement are terminated, the following provisions of this Agreement will remain in effect: Sections 2.2 through 2.5, Section 3 and Sections 4 through 10.

 

12. Data Privacy

12.1 Under data protection legislation, we are required to provide you with certain information about who we are, how we process the personal data of those individuals who use the Tool and for what purposes and those individuals’ rights in relation to their personal data and how to exercise them. This information is provided in  https://form1partners.com/privacy-policy/

and it is important that you read that information.

 

13. General

13.1. This Agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

13.2. You acknowledge that in entering into this Agreement you do not rely on and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement.

13.3. Form 1 is not liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labour or materials.

13.4. You agree not to export, reexport, or transfer, directly or indirectly, any technical data acquired from Form 1, or any products utilising such data, in violation of any applicable export laws or regulations.

13.5. In proving the service of any notice, it will be sufficient to prove, in the case of posting on our website, that the website was generally accessible to the public for a period of 24 hours after the first posting of the notice. Where Form 1 requires that you provide an e-mail address, you are responsible for providing Form 1 with your most current e-mail address. If the last e-mail address you provided to Form 1 is not valid or cannot or does not deliver any notices required/permitted by the Agreement, Form 1’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Form 1 at the following address: 44 Laburnham Road, Maidenhead, England, SL6 4DE. Such notice shall be deemed given when received by Form 1 by letter delivered by nationally recognised overnight delivery service or first class postage prepaid mail at the above address.

13.6. This Agreement constitutes the entire agreement between you and us regarding the use of the Tool. Any failure to exercise or enforce any right or provision of this Agreement is not a waiver of such right or provision. If any term of this Agreement is found to be invalid or unenforceable, the other terms will be enforced and the invalid provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. You may not assign, subcontract, delegate or otherwise transfer any of your rights and obligations under this Agreement without Form 1’s prior written consent. Form 1 may freely assign this Agreement. The terms of this Agreement shall be binding on assignees.