Services Agreement for Access to Captify Sense Platform (“agreement”)

This Agreement governs access and use on behalf of your organisation (“Customer”) to the software as a service platform currently known as “Sense” that offers various data visualisation, research and media planning and activation features (the “Platform”).

The Platform is operated by Captify Technologies Limited, with a place of business at 5 Langley Street, London WC2H 9JA, UK (“Captify”).

This Agreement applies to all access to and use of the Platform, subject only to any additional or substitute terms agreed to in writing between Customer and Captify.

Terms Agreed:

Subject to the terms of this Agreement, Captify hereby grants Customer a non-transferable, non-sublicensable right to access and use the Platform on a trial basis, as follows:

Start Date	The date that Captify activates the accounts on the Platform for the first Customer Authorised Users.
Term	A fixed term of one month from the Start Date. Upon expiry of the Term any extension will require the written agreement of both parties, and Captify may make an extension conditional upon Customer entering into an agreement for access to the Platform based on Captify’s standard terms (normally based on a monthly licence fee or a commitment to a minimum monthly or quarterly advertising spend activated through the Platform).
Termination	Either party may terminate this Agreement at any time for any reason.
Consideration	During the Term, Captify will not charge any fees under this Agreement, and in return Customer commits to: 1. provide transparent and regular feedback (on a monthly basis or as agreed) on how the Platform is being used, and areas in which Customer would like additional training, support, or features.
Authorised Users	Customer may nominate Customer staff members as users of the Platform (“Authorised Users”). Captify will endeavour to activate such Authorised Users (or make required changes) as soon as possible after receipt of the relevant details from Customer and provision of a Platform demonstration to such Authorised Users. Customer will keep Authorised Users’ credentials secure, and must not share them or transfer them to third parties.
Access Rights	During the Term, Customer’s Authorised Users may access and use the Platform for Customer’s internal business purposes (including reporting or providing services to Customer’s advertising clients). Captify may change or limit the features and services available within the Platform from time to time. All rights to the Platform, the data within the Platform, and all underlying systems and technologies are property of Captify (and/or Captify’s licensors), and Customer does not obtain any rights or interest in them beyond the limited rights of access and use set out in this Agreement.
Terms of Use	Customer shall ensure that its Authorised Users comply with the terms of this Agreement, all applicable laws and third party rights, and any terms of use or other instructions provided by Captify in relation to the Platform, which may include reasonable usage limitations.
Data Processing	Customer shall not upload any personal data to the Platform (other than as necessary for access by Authorised Users) unless a data processing agreement has been agreed between the parties for that purpose. Captify may gather, analyse, and use data relating to Authorised Users’ use of the Platform for Captify’s product development and commercial purposes.
Confidentiality	Each party shall keep confidential and use only for the purposes of this Agreement the terms of this Agreement and all non-public information regarding the business of the other party, except to the extent such information becomes publicly known or is required to be disclosed by law or order of a public authority. Feedback provided by Customer shall not be regarded as Customer’s confidential information, all rights therein shall be owned by Captify, and Captify may use and disclose such feedback for any purpose.
Warranties	As this is a trial agreement only, Captify provides the Platform to Customer on an “as is”, “as available” basis. To the maximum extent permitted by law, Captify excludes all warranties in relation to the Platform, including without limitation that it will meet Customer’s requirements or be suitable for a particular purpose, or be accurate, complete, up to date, secure, free of viruses or other harmful code, uninterrupted or error free.
Liability	To the maximum extent permitted by law, neither party shall be liable in connection with this Agreement for: (a) any economic losses (e.g. loss of revenues, profits, contracts, business or anticipated savings); (b) loss of goodwill or reputation; (c) indirect losses; or (d) any event beyond the reasonable control of that party. For all other matters, Captify’s aggregate liability arising out of or in connection with this Agreement shall be limited to £5,000. Nothing in the Agreement shall exclude or limit the liability of either party for death or personal injury resulting from such party’s negligence, for fraud or fraudulent misrepresentation, or any for any other matter that may not be excluded or so limited under applicable law.
Support	As this is a trial agreement only, Captify’s may at its discretion assist Authorised Users with inquiries and issues relating to the Platform, but Captify’s sole obligation is to use reasonable endeavours to make and keep the Platform available to Authorised Users.
Consequences of Termination	Upon expiry or termination of this Agreement, unless the parties have agreed in writing an extension or separate agreement for Platform access, Customer’s rights to use the Platform will cease, Captify will withdraw access from Customer’s Authorised Users, and any data entries, settings, or customisations made by Authorised Users will be lost.

2. Access to or use of the Platform by Customer’s Authorised Users constitutes acceptance of this Agreement on behalf of Customer. Customer agrees to be bound by and that Authorised Users are authorised to enter into this Agreement.

3. This Agreement supplements any other agreements and insertion orders between the parties, which shall remain in full force and effect. In case of any conflict, the provisions of this Agreement shall prevail in relation to the Platform.

4. This Agreement constitutes the parties’ entire agreement relating to access to the Platform and supersedes any other understandings or agreements in any form, save as referred to in this Agreement. This Agreement may only be amended by a written document executed by the parties.

5. No failure or delay by a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver. Any waiver must be in writing and will apply only to a particular circumstance and not generally.

6. Customer may not assign this Agreement, Platform access, or any of its rights or obligations under this Agreement without Captify’s prior written consent.

7. This Agreement shall be governed by and construed in accordance with English law. In case of any dispute arising under or in connection with this Agreement, the parties will first seek to resolve such dispute amicably between them, escalating to senior management as appropriate and maintaining confidentiality. If any such dispute still remains unresolved, then the parties hereby submit to the exclusive jurisdiction of the English courts for its resolution.

Last updated on 11 July 2022.