Terms and conditions – Bat Radar™

TERMS AND CONDITIONS – BAT RADAR

 

Last updated September 29th, 2017

 

THIS DOCUMENT IS INTENDED TO EXPLAIN THE GENERAL CONDITIONS OF THE SERVICES OFFERED ON THE PLATFORM WWW.BAT-RADAR.COM AND TO PRESENT THE PRIVACY POLICY ADOPTED BY BAT RADAR LIMITED FOR THE EXERCISE OF THESE SERVICES AND MUST BE ACCEPTED BY THE CUSTOMER BEFORE ACCESSING TO SERVICES, EVEN IF THEY ARE OFFERED FOR FREE OR IN A TEST ACCOUNT.
ACCEPTANCE OF THIS DOCUMENT DOES NOT IMPLY ANY SALES. SALES ARE MADE THROUGH THE ORDER FORM.

 

  1. INTRODUCTION

1.1 These General Conditions of Service (hereinafter “Contract” or “Agreement” or “Conditions” or “Terms” or “GCS”), together with the additional terms and conditions contained in the Order Form, regulate the supply to customers (hereinafter “Client/s” or “users” or “you” or a “Party”) of the services (hereinafter “Services”) offered by BAT RADAR LIMITED 2nd Floor The Platinum Building – St John’s Innovation Park – Cowley Road – CB4 0DS Cambridge UK (hereinafter “us” or a “Party”). The agreement between Bat Radar Limited and the Client in regard to the Services is considered concluded at the time Bat Radar Limited receives payment of the Fee for the Services. In case of disagreement between these General conditions of service and the Order Form, the latter shall take precedence.

The Client and Bat Radar Limited are hereinafter together referred to as the “Parties”.

 

1.2      While using or acquiring the Services as defined below, the Client expressly warrants that it is above eighteen (18) years and is acting in a professional capacity.

1.3      This Agreement governs both the acquisition and the use of the Services, as defined below.

The Client expressly acknowledges and agrees that it may only use the Services in compliance with the terms of this Agreement.

This Agreement, along with the Bat Radar Privacy Policy (available at www.bat-radar.com) and any Order Forms (as defined below) signed by the Client, together with any other agreements entered into between the Parties, form the entire agreement between the Parties concerning the acquisition and use of the Services.

The Client acknowledges and accepts however that certain Services may be subject to specific terms of service to be entered into by the Client in order to use said Services. In this event, the Client accepts that such specific terms of service, once accepted by the Client, will become part of this Agreement.

 

By accepting this Agreement you agree to be bound by the terms and conditions of this Agreement.

Please read this Agreement carefully prior to using the Services.

 

  1. DEFINITIONS

 

2.1      Unless otherwise defined by the Parties in the Order Form, the following terms have the following meanings in this Agreement:

“Account” means the personalized access granted to the Client by Bat Radar LImited to the Services in order to use said Services. Accounts are protected by access IDs as defined in Article 14 below;

“Business Representative” means any third party authorized by Bat Radar Limited with whom the Client transacts business in order to use the Services within the conditions set out in this Agreement and in the above-mentioned specific agreement, as the case may be;

“Effective Date” means the date of start of the use of the Services, as set out in the relevant Order Form;

“Client’s Data” or “Your Data” or “Its Data” means any data, information or content (such as content in text, image or other format, graphs, statistics or calculation reports, etc.) provided or made available by the Client to Bat Radar LImited in the context of the provision of the Services;

“Fee” means the payments due by the Client as detailed and agreed to in the Order Form (as defined below) in consideration of its acquisition and use of the Service. The Fee shall be paid pursuant to the payment terms detailed and agreed to in such Order Form;

“Order Form” means the electronic or paper form that you will fill out and sign (whether online or offline) when ordering a Service for a given amount of time and at a certain price. Any Order Form is binding on the Client and shall be incorporated to this Agreement upon signature;

“Query Results” means the list of results (e.g., website links, graphs, statistics or other data) that the Client is given access to through the Services depending on the parameters of its search query;

“Services” means jointly all the Bat Radar Services and any other service that may be provided by Bat Radar Limited to the Client on or via the Bat Radar website;

“Bat Radar Service” means the software platform and related services that can be accessed through the internet, which consist of a social-media and online-media-monitoring tool, and which analyze, summarize, visualize and provide links to the Query Results;

“Bat radar API Service” means the application programming interface tokens made available by Bat radar Limited to the Client aiming at facilitating collection, access and visualization of data, information and/or content chosen solely by the Client;

“Third-Party Content” means any data, information or content originating from or belonging to any third party;

“Third-Party Platforms” means a third-party social-media website (such as Twitter, Facebook, Instagram, etc.) to which the Client may access via its Account and from which Bat Radar may retrieve information, for and on behalf of the Client, in the context of the provisions of the Services.

 

  1. FREE TRIAL

 

3.1      General provisions

Bat Radar may make available to you the Services on a trial basis under the conditions below.

Trial Services are destined to provide the Client with a restricted use of the Services, either in terms of time or functionalities, or both (hereinafter the “Trial Services”).

The Client acknowledges that it is only entitled to be provided with the Services if it acquires such Services in the conditions set out in this Agreement.

The Trial Services are provided free of charge, to any Client above eighteen (18) years acting in a professional capacity that accesses to an Account in view of using the Trial Services. Therefore, you expressly acknowledge and agree that if you access to an Account in view of using the Trial Services, i) you are eighteen years old or more and are acting in a professional capacity, and ii) you will use the Trial Services in strict compliance with this Agreement.

However, Bat Radar Limited may decline access to a trial at its entire discretion.

Without prejudice to Article 10 below, the Client acknowledges that the Trial Services are offered on an “as is” basis, which Bat Radar Limited considers acceptable with regards to functionalities, design and availability, without any warranty or technical support of any sort.

Bat Radar Limited may, at any time, change the conditions of provision of the Trial Services in any form whatsoever, without prior notification and with immediate effect, including restrict, expand, and/or partially or entirely discontinue the Trial Services, in general or to specific Clients.

Bat Radar Limited may, at any time, change the terms and conditions of provision of the Trial Services. In this event, the then-updated version of these terms and conditions shall be enforceable as from the date they are displayed on Bat Radar access webpage of the concerned Trial Service.

The Client agrees that its continued use of the Trial Services after the abovementioned display shall be deemed to constitute client’s acceptance of the then-updated version of the terms and conditions.

The Client may not sell, resell, re-purpose or distribute in any way the Trial Services without Bat Radar Limited’s express prior approval.

The Trial Services shall be provided to the Client until i) the end of the trial period, if any, or ii) the Effective Date, if the Client decides to acquire the Services in the conditions set out in this Agreement.

At the end of the trial period and if the Client does not acquire the concerned Service, the Client’s subscription to the Trial Service shall expire.

If the Client cancels its subscription to one or more of the Bat Radar services, Bat Radar Limited shall be entitled to block Client’s access to its Account and to delete the Client’s Account.

Notwithstanding the above, the Trial Service concerning one or more of the Bat Radar services shall be made available to the Client for the period of time set out on Bat Radar’s website as from the date of creation of an Account.

Upon the end of the trial period, the Client’s access to Trial Service concerning the Bat Radar services shall be blocked.

In this event, any data entered by the Client into the concerned Trial Service will be permanently lost, unless the Client acquires the concerned services before the end of the trial period.

 

  1. SERVICES

4.1      Obligations of Bat Radar Limited

As from the Effective Date, Bat Radar shall provide the Client with the Services listed in the relevant Order Form under the conditions set out in this Agreement and in the Order Form.

4.2      Obligations of the Client

The Client shall pay for the Services acquired under the conditions set out in this Agreement and in the Order Form.

 

  1. PROPRIETARY RIGHTS

 

5.1      Bat Radar’s Intellectual Property Rights

Subject to the limited rights expressly granted to the Client in article 5.2 below and to the exclusion of any intellectual property rights on Third-Party Content and on the Client’s Data, the Client expressly acknowledges and agrees that Bat Radar Limited holds and reserves all intellectual property rights in, to and in relation to the provision of the Services, in particular but without limitation relating to trademarks, trade names, database rights, processes, software, patents, copyrights, designs, logos, calculations, algorithms and domain names (hereinafter “Bat Radar’s Intellectual Property Rights”).

 

5.2      Clients’s right of use and restrictions

The Client is granted a right to use Bat Radar’s Intellectual Property Rights for the sole and exclusive purpose of using the Services under the conditions set out in this Agreement.

The Client agrees that it i) may not use in any way the Services, Query Results, the Client’s Data, Third-Party Content or Third-Party Platforms in violation of any applicable laws (including any applicable local laws where the Client is located) and in particular applicable intellectual property laws, in violation of this Agreement or in violation of any terms of service applicable to the Client in relation to such use, ii) may not give access to its Account or to any Query Results except to its Business Counterparts, as permitted by Bat Radar, and/or iii) may not make any permanent copy of, or make derivative works incorporating any of the elements of, or decompile or try to access and/or modify in any way the source codes of any software made available by and/or protected by Bat Radar’s Intellectual Property Rights.

 

Furthermore, the Client may not i) use the Services for any illegal or unauthorized purposes, such as downloading and/or reproducing data, information or content without the necessary prior authorizations to do so or, ii) access and use the Services in order to build and/or make available in any way any similar or competitive Services, or iii) use the Services in a manner that exceeds reasonable request volume, constitutes excessive or abusive use, or otherwise fails to comply or is inconsistent with any part of this Agreement, and/or iv) use the Services to create, store, use, reproduce or disseminate infringing or otherwise unlawful data, information or content or data, information or content that violate any third party’s rights such as privacy or intellectual property rights, and/or v) engage in any activity that: (a) interferes or attempts to interfere with the proper functioning, or disrupts, diminishes the quality, of the Services, (b) circumvents, disables, or otherwise interferes with security-related features of the Services or features that enforce limitations on use of the Services.

 

If the Client enables access to its Account to a Business Counterpart, as authorized by Bat Radar, the Client shall ensure that such Business Counterpart uses the Services in compliance with the restrictions and obligations imposed on the Client under this Agreement.

 

The Client shall defend, indemnify and hold Bat Radar harmless against any Claim, as defined in Article 11 below, arising out of the use of the Services by its Business Counterparts in the conditions set out in Article 11 below.

 

Bat Radar reserves the right to notify any competent authority of any action or conduct of the Client while using the Services or the Client’s Data or Third-Party Content that Bat Radar may deem to be unlawful or infringing, without any prior notification to the Client.

 

 

5.3 Request for services on behalf of others (Agencies/Press Offices):

If a request is made on behalf of others (end customers) by the Customer meant as Agency or Press Office (or, for the purposes of this article, the, “Agency”) who offers, even for free, Bat Radar services, the Customer he/she/itself shall comply with the following conditions:

a) the Agency undertakes to approve and enforce compliance by its end customers of the obligations envisaged in these General Condition and in the Order Form relative to the requested service. Nevertheless, the Agency remains exclusively liable for the consequences envisaged in Article 7, with the Agency bearing the burden of any recoupment from the end customer.

  1. b) The Agency hereby undertakes and warrants that the end customers will enter into an appropriate agreement in relation to each Order Form. The Customer hereby represents and warrants that the Orders will not violate these General Conditions, the individual Order Form and third party rights. In particular, declares he/she/it is fully entitled and will hold Bat Radar harmless against any legal action that may arise from unlawful conduct on the part of the Customer, in which case the Customer will not be entitled to any refund for the services rendered in violation of legal provisions or third party rights.
  2. c) The Agency undertakes to update both its own data and those of its end customers, promptly notifying Bat Radar of any possible update.
  3. d) The Agency undertakes to guarantee compliance with privacy laws and to provide disclosure thereof to the Customer and obtain his/her consent to the data being processed if required by law, including in respect of the data the latter is required to communicate to Bat Radar in order to supply the service requested.
  4. e) The Agency undertakes to send to its own customer every service notice that Bat Radar decides to communicate. The Agency shall be directly liable towards the end customer and to Bat Radar if it fails promptly to send the information envisaged at this point. Bat Radar may directly contact the end customers for the transmission of information; this information shall not be of a commercial nature.

The Agency warrants that the purchases made on behalf of others who are end customers or, regardless, all the activities performed by the Agency on behalf of the end customers shall be performed solely and exclusively after the end customer has granted a mandate for purchase of the service. The Agency shall be exclusively responsible, and in this sense promises to indemnify Bat Radar, for any consequence deriving from purchase of services and/or products of Bat Radar not authorized by the end customer.

The Agency assumes full responsibility for the Order Form sent to Bat Radar and undertakes to indemnify and hold harmless Bat Radar against any third-party claim regarding and in any way connected with performance of the Agreement and/or violation by the Agency or the end customer of the obligations, representations, and warranties envisaged in this agreement.

 

5.4 Client’s Data and Third-Party Content

The Client is solely responsible and fully liable for its access to or use of any nature of the Client’s Data and/or Third-Party Content.

If the Client downloads, reproduces and/or in any other manner uses any data or content, including but not limited to the Client’s Data or Third-Party Content, the Client expressly warrants that it holds all the rights to download, reproduce and/or use such data, either through ownership of all rights (including, but not limited to the intellectual property rights) to such data or by having duly obtained sufficient and necessary rights from the legal owner of such rights.

The Client hereby authorizes Bat Radar to use, modify and integrate into any other derivative works the Clien’s Data, including intellectual property rights, for the legal duration of the intellectual property rights, for the sole and exclusive purpose of providing the Services.

If the Client enters any data or content into the Services, the Client expressly warrants that it holds all the rights to submit such data to Bat Radar, either through ownership of all rights (including, but not limited to the intellectual property rights) to such data or by having duly obtained sufficient and necessary rights from the legal owner of such rights to sublicense or otherwise lawfully make available the rights to such data to Bat Radar for the purposes mentioned above.

The Client agrees that it shall defend, indemnify and hold Bat Radar harmless in the event of any Claim (as defined in Article 11 below) in the conditions set out in Article 11 below.

 

  1. THIRD-PARTY CONTENT AND THIRD-PARTY PLATFORMS

 

6.1      Third-Party Content

Query Results may enable the Client to access Third-Party Content.

The Client expressly undertakes not to access, reproduce or in any other way use Third-Party Content in any manner which infringes the rights (including but not limited to the intellectual property rights) of any third party or of Bat Radar. The Client further undertakes to acquire all rights required to access, reproduce or in any other way use any content or data protected by rights of third parties or of Bat Radar. The Client expressly acknowledges that Bat Radar does not own or have any right of any nature or any kind of control or command on Third-Party Content.

As such, Bat Radar has no obligation, nor does Bat Radar agree to conduct any verification, modification, filtering or deletion of any nature or more generally, conduct any kind of active action that may have an impact on the Third-Party Content or its display in the Query Results.

Bat Radar may not be held liable for any use of any Third-Party Content by the Client and the Client’s use of Third-Party Content is at its sole risk.

 

6.2      Third-Party Platforms

The Client is granted the possibility to access any account it may have on Third-Party Platforms via the Services.

The Client is informed that Bat Radar may access, collect, process and/or store personal data from such Third-Party Platforms accounts in the conditions set out in the Privacy Policy published on Bat Radar site homepage.

The Client expressly acknowledges and agrees that it is solely responsible and shall be held solely liable for i) any content provided by the Client to Third-Party Platforms and for any content accessed by the Client on any Third-Party Platforms, and ii) any communications or interactions between the Client and any third parties through Third-Party Platforms.

The Client expressly agrees that while accessing such Third-Party Platforms via the Services, it shall comply at all times with any applicable laws and with any terms and conditions governing its use of such Third-Party Platforms it may have entered into for this purpose.

 

  1. PAYMENT TERMS

7.1      Upon subscribing to the Services by any means (online/offline Order Form), the Client shall receive an invoice listing the Services acquired by the Client and the applicable Fee.

The nature and type of services provided by Bat Radar to the customer are described in the individual Order Form that he/she will accept. The services compensations and the payments terms and conditions are those established in the Order Form or in the commercial offers available on the website or brought to the customers knowlegde.

7.2      The Client shall pay Bat Radar the Fee in the conditions specified in the invoice. If not expressly indicated, all the compensations are to be considered as not V.A.T. inclusive.

7.3      The customer has the option to choose between different payment instruments authorized by Bat Radar (Paypal, credit card, bank transfer). If the customer has chosen automatic renewal for some services and has associated to them one the payment methods listed above, in particular credit card or a PayPal, he/she authorizes Bat Radar to perform renewals through an acquirer company for the collection service, using the same payment instrument chosen at the moment of the first purchase, unless expressly change request made directly by the customer on its control panel.

The customer can at any time associate new payment methods or change his details. The customer, in order to cancel the Paypal billing agreement, has to access to his/her Paypal account and follow the removal procedure from the dedicated Paypal account page.

In the case of services automatic renewal, the customer expressly authorizes Bat Radar to bill on regular basis the service charges through the acquirer company, based on the timing of individual services renewal and/or according to customer requirements . The customer hereby guarantees the availability of the amounts required to make payments.

After an online payment, Bat Radar will send a payment invoice to the customer address indicated in account information.

For automatic renewals, the customer takes note that the price of the renewal is the one published in the price list at the renewal date.

All taxes due to customers services use will be paid exclusively by him/her.

Bat Radar reserves the right, after announced notices published on the website, to send electronic invoices via e-mail to the address provided at the time of purchase. Therefore, the customer shall have exclusive responsibility to inform Bat Radar of any changes of he e-mail address indicated.

7.4      If the Client fails to pay the amount due within the expiring dates, Bat Radar shall be entitled, at its own discretion, to terminate the Agreement. In this event, Bat Radar reserves the right to discontinue immediately and with no formality the provision of the Service, subject to the right of Bat Radar to request compensation for additional damage.

7.5      Bat Radar may opt to outsource the invoicing and/or the collection of the Fee to a third-party partner. However, in such cases, Bat Radar remains the sole final beneficiary of the invoiced amounts, and can, at its entire discretion, claim the amounts due directly from the the Client, without intervention from the third-party partner, in accordance with the terms of this Agreement and the concerned Order Form.

7.6      The amount of the Fee depends, inter alia, on the costs paid by Bat Radar to third parties such as Third-Party Platforms in order to provide access to such Platforms and content disseminated on said Platforms within the context of the use of the Services.

In the event that the costs paid by Bat Radar to third parties such as Third-Party Platforms within the context of the use of the Services are increased, Bat Radar reserves the right to pass on the costs’ increase on the Fee as from the next Renewal Term (as defined below), it being specified that the increase shall be notified to the Client via e-mail or another appropriate communication method.

In this event, the Client shall have the right to terminate this Agreement via written notice at least thirty (30) days prior to the Initial Term expiration date or to the then-current Renewal Term expiration date.

If the Client does not terminate the Agreement in the conditions above, the Client shall be deemed to agree to the increased Fee.

The Client may subscribe to additional services. In this event, any advance payments of Monthly Fees made by the Client shall be deducted from the fees due in reason of the additional subscription.

 

  1. TERM AND TERMINATION

 

8.1      Term.

This Agreement shall stay into force for the term determined in the Order Form as from the Effective Date (hereinafter the “Initial Term”).

After expiration of the Initial Term and unless otherwise specified in the Order Form, this Agreement shall be renewed automatically for periods equal to the Initial Term (hereinafter, each a “Renewal Term”).

 

8.2      Termination.

Each Party may terminate this Agreement by written notice sent to the other Party via regular mail at least thirty (30) days prior to the Initial Term expiration date or to the then-current Renewal Term expiration date, unless specified otherwise in the Order Form.

Bat Radar reserves the right to immediately and automatically terminate this Agreement, without notice and without recourse to the courts if the Client falls in voluntary or involuntary petition in bankruptcy or any pleading seeking any reorganization, liquidation or dissolution under any law, including the adjudication of the the Client as insolvent, the appointment of an administrator, receiver or liquidator in respect to the Client.

 

RIGHT OF WITHDRAWAL

The Customer agrees that withdrawal from these General Conditon will have no effect if a contractual relationship exists between the Customer and Bat Radar relating to a Order Form, the content of which, in the event of a conflict, will prevail over these general conditions of contract. Therefore, if the Customer should wish to withdraw from these General Conditions, he/she must previously or simultaneously withdraw, where possible, from any Sevice Orders existing at the time the withdrawal is notified.

 

EXCEPTION TO THE RIGHT OF WITHDRAWAL

It is in any case understood that, with regard to the provision of services, the right of withdrawal will not be exercisable by the Client after the full provision of the service, as indicated below, by Bat Radar if the supply itself began with the express agreement of the Client and the latter agreed to forfeit the right of withdrawal following full performance of the service by Bat Radar. By way of example and without limitation, the Client acknowledges that starting the Services, which include the download of Client’s historical data up to one year before the start of the services, as well as any other service in which Bat Radar has made a request to the various relevant third party suppliers, is equivalent to a “full provision of service”.

 

EXPRESS TERMINATION CLAUSE

Bat Radar may cancel these General Conditions and each Order Form if the Customer fails to comply with the provisions of these General Conditions, without prejudice to the right of Bat Radar to get payments of the fees in its favor at the date of cancellation and indemnification of damages.

Bat Radar may terminate this Agreement by written notice with immediate effect, without recourse to the courts and without possible claim of any reimbursement by the Client in the event of:

 

  • Default of payment of at least fourteen (14) days; or
  • Any unauthorized use of the Services or of Bat Radar’s Intellectual Property Rights made or permitted by you; or
  • Without prejudice to the above, any breach of any of the terms and conditions of this Agreement made by you, following notice from Bat Radar sent via e-mail of such breach, if the breach is not cured within three (3) days from receiving such notice; or
  • If Bat Radar is forced under a judgment, court order, regulation or change in law or law practice to stop the provision of the Services.

 

Such termination does not relieve the Client from paying any remaining unpaid invoices for the period prior to the effective date of termination.

Upon termination for any reason, the Client shall immediately cease using the Services and Bat Radar reserves the right to block access to the Client’s Account and to delete any data put in and/or stored by the Client within its Account.

 

  1. CONFIDENTIALITY

 

9.1      Neither Party may use the other’s Confidential Information, as defined below, or disclose it to any other person for any purpose other than performing this Agreement.

Confidential Information includes, inter alia, trade secrets, any source code of any software used within or in relation to the Services, any financial information concerning the Parties, any information regarding Bat Radar’s or the the Client’s business or activities, as well as any information that, by nature or given the circumstances of its disclosure, should be understood to be confidential.

 

9.2      The Client acknowledges and agrees that Bat Radar may publicly use the Client’s name in any format for any promotion, publicity, marketing or advertising purpose.

 

 

  1. WARRANTIES AND LIABILITY

10.1    Warranties

 

10.1.1 Bat Radar’s warranties and disclaimer.

Bat Radar warrants that it has the power and authority to enter into this Agreement.

The Services are made available on an “as is” basis. Bat Radar does not warrant that they will operate error-free or in an uninterrupted manner or that their content shall meet the Client’s requirements or expectations or that they will fit any particular purpose. The Client is responsible for ensuring that the Services meet its requirements.

 

10.1.2            Client’s warranties and disclaimer

The Client warrants that it has the power and authority to enter into this Agreement.

 

10.2    Liability, limitations and exclusions.

 

10.2.1            The Client is solely responsible for obtaining, subscribing, installing, maintaining and operating all adequate software (such as its browser), hardware or other computer equipment or web solution (such as setting-up an internet connection or subscribing to a cloud storage solution), necessary for the use of the Services.

 

The Client acknowledges that the internet is not a totally stable or secure environment. As such, Bat Radar may not be held liable for any defects or delays in the Services arising as a result of any problem associated with the internet.

 

10.2.2            In no event shall Bat Radar be liable towards the Client or towards any third party for any indirect damage, in particular, but not limited to, damages resulting from the loss of data or loss of profits arising under or in connection with this Agreement, or from or in connection with the use of the Services, or in connection with any other service provided under or in connection with this Agreement.

 

10.2.3            Bat Radar’s total and aggregate liability to the Client for any direct damage or claim arising out of or in connection with this Agreement is limited to the total amount of the Fees paid by the Client to Bat Radar for the three (3) months preceding the date of the (first) event giving rise to such claim.

 

10.2.4            The Services are dependent on information obtained from third parties and/or via the internet. As such, Bat Radar can neither guarantee nor be held liable for the accuracy, completeness or correctness of any Query Results or of any other information the Client may have access to in the context of the use of the Services. Any information received through the Services does not constitute professional advice nor consultancy services of any sort.

 

Therefore, the Client expressly agrees that it shall be solely liable for its use of the Services and the consequences thereof.

 

10.2.5 Bat Radar undertakes to use the best technology that it is aware of and the best resources at its disposition to provide the Services covered by the individual Service Orders. The Customer agrees that Bat Radar cannot be held liable in any case for delays or malfunctions in provision of the Services depending on events falling outside of the reasonable control of Bat Radar, such as, for example: (i) events of force majeure; (ii) events depending on the acts of others, such as, for example, interruption or malfunction of the services of telecommunication operators and/or electric power lines or acts or omissions by the third-party platforms; (iii) malfunction of the terminals or other systems of communication used by the Customer.

 

If the Service is interrupted, Bat Radar undertakes to restore the Service as quickly as possible. The Customer also agrees that Bat Radar may not be held liable for acts or omissions committed by the Customer and in conflict with the obligations assumed by the latter pursuant to these General Conditions or a Order Form, just as it cannot be held liable for malfunctions deriving from defects in the means necessary for access, improper use thereof, and/or the procedures for access to the service by the Customer or others. Bat Radar cannot be held liable in any way for loss of profit, lost earnings, or any other form of loss of anticipated profits or indirect and consequential damage connected with performance of these General Conditions or each individual Order Form. The customer agrees that the Services may be suspended, cancelled or transferred on request of the Third-Party to which the Services are subject.

 

  1. INDEMNIFICATION

 

11.1    Indemnification by the Client

The Client agrees to defend, indemnify, and hold Bat Radar and its managers, affiliates and/or employees, harmless from and against all claims, suits, proceedings, losses, liabilities, damages, costs and expenses (including any legal fees) made against or incurred by Bat Radar arising out of the Client’s (or, as the case may be, the Client’s Agency/Press Office’) use of the Services, Third-Party Content or its data and/or the Client’s conduct and/or its actions on third-party platforms if such use and/or conduct and/or action is found to breach the Client’s obligations under this Agreement or under any third-party platforms’ terms of service, or to violate any applicable laws, or to infringe any third party rights, including intellectual property rights.

In the event Bat Radar receives any claim from a third party as specified above, Bat Radar reserves the right to block the Client’s access to its Account and/or delete all or part of the infringing or unlawful data or content.

 

11.2    Methodology

In the event Bat Radar receives a claim in the conditions specified above, Bat Radar shall immediately notify the Client of the claim by e-mail or regular mail and the Client shall provide Bat Radar with all reasonable assistance in the defense of the claim.

 

  1. FORCE MAJEURE

12.1    Neither party shall be held liable in reason of a breach caused by force majeure event, such as natural disasters, wars, government actions, failure of third-party telecommunications or others services, general or local unavailability of telecommunications or the internet network, fire, flood, explosion, armed hostilities, acts of terrorism, strikes and blockade.

 

  1. DATA PROTECTION

13.1    The Client is informed that Bat Radar may process personal data concerning the Client and/or its employees and/or points of contacts for the purpose of performing this Agreement.

The Client expressly acknowledges and agrees that it has carefully read and understood the Privacy Policy incorporated to this Agreement by reference.

 

  1. ACCOUNT AND SECURITY

14.1    In order to create an Account and use the Services, the Client agrees to provide true, accurate, up-to-date and complete information during the registration process, and to notify Bat Radar immediately of any changes thereof, for the registration data to be truthful, accurate, complete and up-to-date at all times.

If an information you provided is untrue, inaccurate, outdated or incomplete, or if Bat Radar has reasonable reasons to assume that any information provided is untrue, inaccurate, not current or incomplete, Bat Radar shall be entitled to temporarily suspend the Client’s Account and the provision of the Services or terminate this Agreement with immediate effect and as such, to permanently delete the Client’s Account and prohibit the Client from using the Services.

14.2    The Client will be granted unique identification data that shall provide access to the Services via its Account (hereinafter the “Access ID”).

The Client is responsible for all use of the Services made using such Access ID, and is responsible for taking all appropriate measures to keep its Access ID confidential and, as the case may be, accessible exclusively to its Business Counterparts.

Furthermore, the Client undertakes to take all appropriate measures to prevent harmful agents or components from entering its systems and to prevent any unauthorized or unlawful or infringing use of the Services through its Access ID.

14.3    The Client agrees not to use the Services in breach of the terms and conditions of this Agreement or otherwise in a way that is unacceptable to Bat Radar, or for spamming, hacking or any other such activities.

 

  1. APPLICABLE LAW AND JURISDICTION

The governing law is English.

 

The e-mail address of Bat Radar is: moc.r1539997625adar-1539997625tab@o1539997625fni1539997625

 

 

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