SIGNATURIZE – TERMS OF USE

Signaturize Limited is a company registered in England under company number 11520841, with its registered office at 1 Burwood Place, London, W2 2UT VAT number 317288293 and main trading address at Cranmore House, Suite D, 611 Lisburn Rd, Belfast, BT9 7GT (the “Company“). 

These Terms of Use (these “Terms”) govern your use of: (i) the website https://www.signaturize.com/ and any of our related websites (together, the “Website“); (ii) the Signaturize mobile application (the “App”); (iii) any subscription taken out by you on our App or Website (our “Subscription Service”); and (iv) any other services we may later own or operate (collectively, the “Services”).  

By accessing or using the Services in any way, including browsing the Website or downloading or using the App, you agree to these Terms.  You should therefore read the Terms carefully before using the Services.  If you do not agree to these Terms, please do not use our Services.

 

1. Understanding these Terms

1.1 When certain words and phrases are used in these Terms, they have specific meanings (these are known as “defined terms“).  You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence).  Where a defined term is used, it has the meaning given to it in the section of these Terms where it was defined (you can find these meanings by looking at the sentence where the defined term is included in brackets and speech marks).

1.2 In these Terms, when we refer to “we“, “us” or “our“, we mean the Company; and when we refer to “you” or “your” we mean you, the person accessing or using our Services.  Please note:

1.2.1 if you are acting for purposes that are wholly or mainly outside your trade, business, craft or profession, you are acting as a consumer; or

1.2.2 if you are acting for purposes relating to your trade, business, craft or profession, then you are acting in the course of a business.

1.3 Certain services made available by us are governed by additional terms and conditions, including:

1.3.1 to download the App, you must also review and agree to the additional app terms set out in appendix 1 to these Terms and any other terms and conditions imposed by the app store from which you have downloaded the App; 

1.3.2 your use of our Subscription Service is governed by these Terms and, where you download our App from the Apple App Store (iOS) or Google Play Store (Android) (each an “App Store Provider”), you will also be subject to their terms and conditions, and the terms set out in Appendix 1 of these Terms;

1.3.3 your participation in any “Design Challenge” featured as part of our Services will be governed by our Signaturize Challenge Terms and Conditions (available here);

1.3.4 our Services use cookies, the use of which are governed by our cookies policy (available here); and

1.3.5 we only use your personal information in accordance with our privacy policy (available here). 

2. Our Services 

2.1 Our Website and App are made available free of charge.  We do not guarantee that any of our Services, or any content on our Services, will always be available, uninterrupted, secure or error-free.  Access to our Services is permitted on a temporary basis only.  We may suspend, withdraw, discontinue or change all or any part of our Services without notice.  We will not be liable to you if for any reason the Website and/or App is unavailable at any time or for any period.  We may update the Website and App and/or change the content on such services at any time.

2.2 You are responsible for making all arrangements necessary for you to have access to the Services.  Please note that the App requires a smartphone or other mobile device, and you will require internet access to access any part of our Services.  You are responsible for ensuring that all persons who access our Services through your internet connection are aware of these Terms and that they comply with them.  You accept responsibility in accordance with these Terms for the use of the Services on or in relation to any device that you use to access our Services, whether or not it is owned by you.

2.3 Our Services and the content on such services are provided for general information purposes only.  They are not intended to amount to advice on which you should rely.

2.4 You acknowledge and accept that any products made available or viewed on our Services may not accurately represent the shapes, dimensions or texture of the suggested physical products.  It is your responsibility to check and validate any such products before you make any purchasing decisions.  We make no representations about the reliability, availability, timeliness or accuracy of any content which is made available to you as part of our Services.  Please see clause 7 below for more information about our liability to you in respect of any products featured or linked to as part of our Services

3. Account registration

3.1 Access to certain features of our Services will require you to register an account with us (an “Account”) either via the App.  To register an Account, you must be at least 16 years old, however if law requires that you must be older for us to lawfully provide the Services to you without parental consent, then you must be the age specified under such law.  You will need to provide us with certain information to register an Account (such as your name and e-mail address), create a password and then follow the instructions to activate the Account.  You are responsible for maintaining the confidentiality of your Account details and password.  

3.2 You may use your Account to:

3.2.1 view, copy, and manipulate inspirational interior designs provided by us;

3.2.2 create, view, copy, and manipulate your own interior designs;

3.2.3 share interior designs, and collaborate on them, with other account holders; 

3.2.4 view listings for real world products in connection with interior designs that have been created by you or are made available to you; and

3.2.5 access any other features that we may make available to our users or subscribers as part of the Services. 

3.3 In order to maintain a quality of service for all users, we reserve the right to archive design projects for any Account that has 100 or more projects shared or saved to the Account. 

3.4 If you are a consumer, you may only use our Website and/or App for your own domestic, private and non-commercial use.  Any commercial use of our Services must be authorised by us in writing (which may be in the form of a “Pro” Subscription).

4. Subscriptions

4.1 In order to access enhanced features of our App or to use our Services for authorised commercial purposes, you must take out a subscription via the App (“Subscription”).  A description of features associated with our Subscriptions is available via the Services.  

4.2 You may only submit an order for a Subscription (“Order”) using the method set out in the App. Please check the Order carefully before confirming it.  You are responsible for ensuring that your Order is complete and accurate. 

4.3 After you place your Order, you will receive an email from the relevant App Store Provider confirming your Order at which point a Subscription Service contract will be formed and you shall be subject to the App Store Provider’s terms and conditions in addition to these Terms, as set out in Appendix 1.  Please note that if you purchase a subscription through an App Store Provider, the sale is final, and we will not be able to provide a refund.  Your purchase will be subject to the relevant App Store Provider’s applicable payment and refund policy.

4.4 The weekly or monthly charge for your Subscription (the “Charges”) shall be as set out in the Order.  The Charges shall include the price of your subscription plus any applicable VAT.  You agree to pay the Charges to us pursuant to your relevant App Store Provider’s terms and conditions. 

4.5 We have the right to make changes to the Charges from time to time, subject to the relevant App Store Provider’s terms and conditions.  Changes to the Charges will apply on the renewal of your Subscription provided that the changes have been communicated to you.  If you do not agree with the changes to our Charges then you may choose not to renew your Subscription by following the instructions set out in clause 8.2 below.

5. Acceptable use

            General

5.1 You agree:

5.1.1 not to use any part of the Services in any way that breaches these Terms or any applicable local, national or international law or regulation;

5.1.2 not to copy, or otherwise reproduce or re-sell any part of the Services unless expressly permitted to do so in these Terms;

5.1.3 not to do any act or thing that might damage, disrupt or otherwise interfere with the operation of the Services or any equipment, network or software used in operating any part of the Services;

5.1.4 not to use any part of the Services to develop or provide, directly or indirectly, any product or service that competes with our business; 

5.1.5 not to use any part of the Services in any way which might infringe our Intellectual Property Rights or the rights of any third party, including third party IPRs (as such terms are defined in clause 6 below);

5.1.6 not to use any part of the Service for an unlawful or unauthorised purpose (which includes without limitation to transmit any material that is defamatory, offensive, abusive, malicious, or otherwise violates or infringes the rights of anyone else);

5.1.7 not to verbally, physically, in written form or otherwise abuse (including threats of abuse or retribution) any of our users, customers, employees, members, or officers;

5.1.8 not to use any part of the Service in any way that is contrary to our public image, goodwill or reputation;

5.1.9 not to use any part of the Services by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the Services for use within a third-party website or application; 

5.1.10 not to collect or harvest any information or data from any part of the Service or our systems or attempt to decipher any transmission to or from the servers running our Services;

5.1.11 not to modify, disassemble, decompile, reverse-engineer any software supplied as part of, or in connection with, the Services or create derivative works based on the whole or any part of the Services or its contents, or attempt to do any such thing; 

5.1.12 not to: (a) test or develop any third-party integrations with the Service; (b) “frame” or “mirror” any part of the Service; nor (c) provide or otherwise make available any part of the Services (including object and source code) in any form to any person, in each case without our express prior written consent;

5.1.13 to comply with all technology control or export laws and regulations that apply to the technology used or supported by our Services;

5.1.14 to co-operate with us in all matters relating to the Services; and

5.1.15 shall provide us with such information and materials as we may reasonably require in order to provide the Services and ensure that such information is complete and accurate in all material respects.

 

User Generated Content 

5.2 If it is the case that you supply/upload any content to the Website and/App or any other part of our Services – whether it be pictures, text, sound recordings or whatever – the content you supply (“User Generated Content“) must comply with the following rules:

5.2.1 it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;

5.2.2 it must not harass or bully another person;

5.2.3 it must be true and honest so far as you know;

5.2.4 it must not be defamatory of anyone;

5.2.5 it must not use the material or content or infringe the rights or privacy of anyone else; for example you should not use images of well-known characters, footage or music (unless it is your own);

5.2.6 it must not contain someone else’s personal details or confidential information relating to other people; and

5.2.7 it must not promote or condone terrorism, violence or illegal behaviour.

6.3 We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes these rules. 

6.4 In addition, we may from time to time provide interactive services on the Website and/or App that shall enable you to upload User Generated Content, including, without limitation:

6.4.1 comment facilities;

6.4.2 chat rooms; and/or

6.4.3 bulletin boards,

(together “Interactive Services“).

6.5 Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered and if it is moderated.  However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide.

6.6 The use of any of our Interactive Services by a minor is subject to the consent of their parent or guardian.  We advise parents who permit their children to use an Interactive Service that it is important that they communicate with their children about their safety online. Minors who are using any Interactive Service should be made aware of the potential risks to them.

Viruses

6.7 We do not guarantee that our Services will be totally secure or free from bugs or viruses. You are responsible for configuring your information technology, computer programmes and platform in order to access our Services and we recommend that you use your own virus protection software.

6.8 You must not misuse our Services by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful.  You must not attempt to gain unauthorised access to our Services, the server on which the Website and/or App is stored or any server, computer or database connected to the Website and/or App or any other part of our Services.  You must not attack the Website and/or App or any other part of our Services via a denial-of-service attack or a distributed denial-of service attack.  By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990.  We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them.  In the event of such a breach, your right to use our Services will cease immediately.

6. Intellectual property

6.1 In these Terms,  the term “Intellectual Property Rights” means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world and “IPRs” shall have the same meaning.

Signaturize IPRs

6.1.1 Save as set out in clause 6.6 below, you agree that any and all Intellectual Property Rights and related goodwill: 

6.1.1.1 arising anywhere and anyhow which vest in, derive from or are connected to the Services (including any and all related software, source code and technology); 

6.1.1.2 in the “Signaturize” name and marks; and

6.1.1.3 arising anywhere and anyhow which vest in, derive from or are connected to the visualisation assets provided by us in the service (including but not limited to 3D models, images, and textures), and any other digital depictions of physical objects or spaces using the App or Website or otherwise provided in the provision of the Services,

(together, the “Signaturize IPRs“) shall in each case be owned exclusively by us.

6.2.1 We hereby grant you a limited, revocable, non-transferable, non-exclusive licence to use the Signaturize IPRs solely in connection with your use of the Services during the period of your Account in accordance with these Terms.

Project IPRs

6.2.3 You agree that any and all Intellectual Property Rights and related goodwill arising anywhere and anyhow which vest in, derive from or are connected to any electronic designs of living spaces created using the Services (the “Project IPRs“) shall in each case by owned exclusively by us.

6.2.4 You agree that we may share Project IPR for marketing purposes and/or with other users uses of our Services.

6.2.5 You agree that any ideas, suggestions, or concepts provided by you to us for product improvement or enhancement are provided on a worldwide, perpetual, royalty-free basis.  We may choose to implement or not implement any suggestion and, such suggestions will become our property, and trigger no obligation to compensate you.

Materials you upload

6.2.6 You shall retain ownership of any Intellectual Property Rights vesting in any materials you upload using the Services (the “Uploaded Material“).  You hereby grant us an irrevocable, transferable, perpetual licence to use the Intellectual Property Rights in the Uploaded Materials for the purposes of providing the Services.

6.2.7 You warrant and represent that:

6.2.7.1 you own, or have a licence to use, all rights (including Intellectual Property Rights) in all Uploaded Materials; and 

6.2.7.2 you shall comply with all applicable laws in relation to the exercise of your rights, and fulfilment of your obligations under these Terms. 

6.2.8 We are not liable for, and take no responsibility for, any Uploaded Content made available as party of our Services. 

Other restrictions

6.2.9 Except for the rights and licence granted in these Terms, we reserve all other rights and grant no other rights or licences, implied or otherwise.  We are entitled to use all Intellectual Property Rights owned by us for any purpose whatsoever.

6.2.10 Except as expressly provided in these Terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit the Signaturize IPRs or the Project IPRs without our express prior written consent.

6.2.11 You are expressly prohibited from any use of data mining, robots or similar data gathering and extraction tools in your use of our Services. 

6.3 No part of the Website or App, including, without limitation, the text, designs, graphics, photographs and images contained in it, may be copied, reproduced, republished, uploaded, re-posted, modified, transmitted or distributed or otherwise used in any way for any non-personal, public or commercial purpose without our prior written consent (unless you are expressly authorised to do so as part of our Subscription Service).

6.4 Any communications or materials you send to us through the Website and/or App by electronic mail or other means will be treated as non-proprietary and non-confidential (other than communications in respect of your Order for our Subscription Service). We are free to publish, display, post, distribute and otherwise use any ideas, suggestions, concepts, designs, know-how and other information contained in such communications or material for any purpose, including, but not limited to, developing, manufacturing, advertising and marketing us.

7. Liability

7.1 Nothing in these Terms excludes or limits our liability for:

7.1.1 death or personal injury caused by our negligence;

7.1.2 fraud or fraudulent misrepresentation; and

7.1.3 any matter in respect of which it would be unlawful for us to exclude or restrict our liability.

7.2 The Website and the App and other parts of our Services may from time to time contain links to third party websites where you can purchase products.  We may receive a small commission from our affiliated partners if you purchase any products using such links.  You are responsible for deciding whether to access a third party website and your use of such third party websites will be governed by the terms of that third party website.  We assume no responsibility for the content of websites linked to from our Services (including links to our commercial sponsors and partners).  Such links should not be interpreted as endorsement by us of those linked websites.  We will not be liable for any loss or damage that may arise from your use of them or your purchase of any products from such third party sites.

7.3 The Website may contain inaccuracies or typographical errors.  We make no representations about the reliability, availability, timeliness or accuracy of the content included on the Website.

If you are acting in the course of a business

7.4 If you are acting for purposes relating to your trade, business, craft or profession, then subject to clause 7.1:

7.4.1 in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise; and

7.4.2 our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100.

7.5 You shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our affiliates as a result of any breach of these Terms.

If you are a consumer

7.6 If you are acting for purposes that are wholly or mainly outside your trade, business, craft or profession then, save as set out in clause 7.1, the following sub-clauses shall apply.

7.6.1 Our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to £100.

7.6.2 Nothing in these Terms affects your statutory rights. Advice about your statutory rights is available from your local Citizens’ Advice Bureau or Trading Standards Office.

7.6.3 We only supply the Website to you for domestic and private use. You agree not to use the Website, or any content on the Website, for any commercial or business purposes and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

8. Suspension and termination

Your rights to terminate

8.1 If you have a free Account with us, you may cancel your Account by contacting us using the details in clause 12 below.  You may also choose to log out from your Account and delete our App from your device. 

8.2 If you purchased a Subscription through the Apple App Store, you may cancel your subscription by cancelling automatic renewal of paid In App Subscriptions by selecting ‘Manage App Subscriptions’ in your iTunes Account settings and selecting the subscription you wish to modify.  If you purchased a Subscription through Google Play you may cancel automatic renewals in account settings under Subscriptions in the Google Play app, or according to the current process outlined by Google Play.

Our rights to suspend/terminate

8.3 If you breach any of these Terms, we may immediately do any or all of the following (without limitation):

8.3.1 issue a warning to you;

8.3.2 temporarily or permanently withdraw your right to use any or all parts of our Services (including terminating your Subscription without refunding or compensating you);

8.3.3 issue legal proceedings against you for reimbursement of all costs resulting from the breach (including, but not limited to, reasonable administrative and legal costs);

8.3.4 take further legal action against you; 

8.3.5 disclose such information to law enforcement authorities as we reasonably feel is necessary to do so; and/or

8.3.6 suspend or terminate your Account.

8.4 We may suspend, terminate or cancel your Account at any time: 

8.4.1 with immediate effect if we cannot provide the Services to you due to technical or operational reasons outside of our control; and/or

8.4.2 by giving you at least seven days’ notice in writing. 

8.5 If we withdraw your right to use the Services, then:

8.5.1 all rights granted to you under these Terms shall cease;

8.5.2 you must immediately cease all activities authorised by these Terms; and

8.5.3 you must immediately delete or remove the App from any of your devices.

9. Changes to these Terms 

9.1 We may make changes to these Terms from time to time (if, for example, there is a change in the law that means we need to change these Terms).  Please check these Terms regularly to ensure that you understand the Terms that apply at the time that you access and use our Services.

9.2 From time to time updates to the App may be issued through the relevant app store.  Depending on the update, you may not be able to use the App until you have downloaded the latest version of the App and accepted any new terms.  The device requirements will be notified to you on the relevant app store from which you downloaded the App. 

10. Other important information

10.1 Each of the clauses of these Terms operates separately.  If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining clauses will remain in full force and effect.

10.2 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations.  If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

11 Governing law and jurisdiction

If you are acting in the course of a business

11.1 If you are acting in course of a business, then the following sub-clauses shall apply.

11.1.1 These Terms shall be governed by English law. 

11.1.2 We and you agree that any dispute (contractual or non-contractual) arising out of or in connection with these Terms including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this clause 11.1.

11.1.3 The number of arbitrators shall be three.

11.1.4 The seat, or legal place, or arbitration shall be London.

11.1.5 The language to be used in the arbitral proceedings shall be English.

11.1.6 Nothing in this clause 11.1 shall restrict either Party’s right to seek equitable relief anywhere in the world for breach of that party’s Intellectual Property Rights.

If you are a consumer

11.2 If you are acting as a consumer then the following sub-clauses shall apply.

11.2.1 These Terms are governed by the laws of England and Wales.  This means that your access to and use of any of the Services, and any dispute or claim arising out of or in connection therewith (including non-contractual disputes or claims), will be governed by the laws of England and Wales.  

11.2.2 You may bring any dispute which may arise under these Terms to – at your discretion – either the competent court of England, or to the competent court of your country of habitual residence if this country of habitual residence is an EU Member State, which courts are – with the exclusion of any other court – competent to settle any of such a dispute.  We shall bring any dispute which may arise under these Terms to the competent court of your country of habitual residence if this is in an EU Member State, or otherwise the competent court of England.

11.2.3 If you are resident in the European Union and we direct this Website to the member state in which you are resident, you will benefit from any mandatory provisions of the law of the country in which you are resident.  Nothing in these Terms, including clause 11.2.1, affects your rights as a consumer to rely on such mandatory provisions of local law.

12. Contacting us

You can contact us by clicking here or by using the following details: 

Address: 1 Burwood Place

                 London

                 W2 2UT

Email address: support@signaturize.com

Telephone number: +44 (0) 20 3051 2775

Should you have any reasons for a complaint, we will endeavour to resolve the issue and avoid any re occurrence in the future.

Thank you.

Terms last updated [***]

 

 

 

Should the Services be intended for use in a business context and then these Terms will also be intended to be business-to-business. These Terms are therefore intended to bind you and us, as well as (if applicable) the business on whose behalf the Subscription is taken out (referred to as “you” or “your” in these Terms). If you are acting on behalf of your employer or another business, you represent and warrant that:

(a) you have full legal authority to bind your employer or that business; and
(b) you agree to these Terms on behalf of the business that you represent.

By agreeing to these Terms, you represent to us that you are acting in a business capacity (i.e. for purposes relating to your trade, business, craft or profession) and not as a consumer.
These Terms are only available in the English language.

DEFINITIONS AND INTERPRETATION

1.1 The following definitions apply to these Terms:
“Account” has the meaning given to it in clause 2.1;
“Affiliates” means any entity that directly or indirectly Controls, is Controlled by, or is under common Control with us;
“App” means the mobile application made available in accordance with clause 4 below;
“Apple” Apple and Apple Subsidiaries (collectively “Apple”);
“Applicable Law” means in respect of either Party, all laws, statutes, regulations, directions, guidelines and codes of conduct of any governmental or other regulatory body of competent jurisdiction, and any orders of any court or other tribunal of competent jurisdiction which are applicable to the performance by that Party of its obligations or enjoyment of its rights under this Agreement;
“Charges” means the Weekly or Monthly price for your Subscription as set out during the Order process;
“Confidential Information” means all information in any medium or format (written, oral, visual or electronic), that relates to a Party (the “Disclosing Party“), or to its employees, officers, customers or suppliers, and that is directly or indirectly disclosed by the Disclosing Party to the other Party in the course of their dealings relating to these Terms, whether before or after the date of your Subscription, which is either marked as “confidential” or which ought reasonably be considered to be confidential to the Disclosing Party;
“Control” means, in respect of any corporate entity, the beneficial ownership of more than 50% of the issued share capital of that entity or the legal power to direct or cause the direction of the general management of that entity, and “Controls“ and “Controlled” shall be construed accordingly;
“EULA” has the meaning given to it in clause 2.6.2;
“Fair Usage” has the meaning ascribed to it in 7.6
“Intellectual Property Rights“ means any and all present and future, patents, inventions, know-how, trade secrets and other confidential information, trademarks, service marks, logos, emblems, badges, mascots, insignia, identifying music and sounds, get-up, domain names, business names, trade names, moral rights, performance rights, registered designs, copyrights, database rights, the sui generis rights of extraction relating to databases, design rights and other intellectual property rights of whatever nature, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world;
“Interactive Services” has the meaning given to it in clause 7.9;
“Order” means an order for the Services placed by you with us in accordance with these Terms (and “Ordered” shall be construed accordingly);
“Paid Subscription period” as set out in the Apple Media Services Terms and Conditions for the relevant country (available here)“Party” means each of you and us;
“Pre-contractual Statements” has the meaning given to it in clause 16.2;
“Project” means a user of the App designing a living space using virtual reality via the App;
“Project Design” means the electronic version of a Project;
“Project IPRs” has the meaning given in clause 6.3;
“Services” means the services to be provided by us to you as set out in these Terms;
“Signaturize IPRs” has the meaning given to it in clause 6.1;
“Subscription” means your subscription for the Services which is subject to these Terms and which is formed in accordance with clause 2 (and “Subscribe” shall be construed accordingly);
“Term” means each Paid Subscription period ;
“Terms” means these subscription terms and conditions, which apply to your Subscription;
“Uploaded Materials” has the meaning given to it in clause 6.6;
“User Generated Content” has the meaning given to it in clause 7.7;
“User ID” has the meaning given to it in clause 4.2; and
“Website Terms of Use” has the meaning given to it in clause 2.6.1.

1.2 The clause headings in these Terms are included for convenience only and shall not affect the interpretation of these Terms.
1.3 A “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.
1.4 A reference to a “company” shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular and a reference to one gender shall include a reference to the other genders.
1.6 A reference to any “party” shall include that party’s personal representatives, successors and permitted assigns.
1.7 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time and a reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.8 A reference to “these Terms” or to any other terms, agreements or documents referred to in these Terms is a reference to these Terms or such other agreement or document as varied, amended or replaced from time to time.
1.9 References to “clauses” are to the clauses of these Terms.
1.10 Any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

ORDERS AND FORMING YOUR SUBSCRIPTION

2.1 In order to take out a Subscription, you must register an account with us (“Account”). You can register an Account via the App .
2.2 You may take out a Subscription through theApp . To place an Order, follow the instructions set out within the App. You may only submit an order using the method set out in the App.
2.3 Please check the Order carefully before confirming it. You are responsible for ensuring that your Order is complete and accurate.
2.4 Your Order for the Services is an offer by you to enter into a Subscription with us. After you place your Order, you will receive an e-mail from Apple confirming your order at which point a contract will be formed on these Terms between you and us in respect of your Subscription.
2.5 If we are unable to provide the Services for any reason, we will be governed by the terms governing subscription terms and purchasing of Subscriptions as outlined in Apple Media Services Terms and Conditions for the relevant country (available here)
2.6 Please note that:
2.6.1 your use of the Website will also be governed by our website terms of use (available here) (the “Website Terms of Use“);
2.6.2 your use of the App will also be governed by our end user licence agreement (available here) (the “EULA“);
2.6.3 the Website uses cookies, the use of which are governed by our cookies policy (available here); and
2.6.4 we only use your personal information in accordance with our privacy policy (available here).
2.6.5 your use of Design Challenges will also be governed by our Signaturize Design Challenge Terms and Conditions (available here) (the “Signaturize Design Challenge Terms and Conditions”
2.7 In the event of conflict between the terms of the EULA and these Terms, these Terms shall prevail.

Subscription term and Charges

3.1 The terms governing subscription terms and purchasing of Subscriptions are outlined in Apple Media Services Terms and Conditions for the relevant country (available here)
3.2 The Charges shall include the price for your Subscription plus any applicable VAT.
3.3 We have the right to make changes to the Charges from time to time, these changes are subject to Terms in the Apple Media Services Terms and Conditions for the relevant country (available here)

3.4 We take reasonable care to ensure that the Charges stated for the Subscription are correct at the time when the relevant information was entered into the system. However, it is always possible that, despite our reasonable efforts, some of the subscription options within the App may be incorrectly priced. If the correct price for the Subscription is higher than the price stated within the App, we will continue to offer the service until the end of the current Paid Subscription period.
Payment
3.6 You shall pay the Charges to us subject to Terms in the Apple Media Services Terms and Conditions for the relevant country (available here).
3.8 You shall pay the Charges in full, free of any withholding, deduction, set-off or counterclaim except insofar as you are required by Applicable Law to make such deduction or withholding. To the extent that you pay, deduct and/or withhold any tax, duty, commission or other withholding, then you shall gross up the relevant amount payable under these Terms so as to ensure that, after making the deduction or withholding, we receive the full amount as expressed in this Agreement.
3.9 Without prejudice to our other rights and remedies, we may charge interest on amounts that you have not paid when they are due, at the rate of 2% per annum calculated daily above HSBC Bank Plc base rate from the due date of payment to the actual date of payment, whether before or after judgment.

Use of the App

4.1 These Terms form a contract between us and you and (if applicable) the business on whose behalf the Subscription is taken out.
4.2 Your Subscription entitles one individual to access the App and use the Services. You will be given a unique ID as part of the Order process that can be used to log in to the App ( “User ID“).
4.3 Our App is available to download via the App Store. The App can then be accessed by using your User ID.
4.4 You represent, warrant and undertake that:
4.4.1 you will not allow anyone else to have access to and use the App under your Subscription; and
4.4.2 your User ID shall not be shared with anyone else such that more than one person uses the same User ID; and
4.4.3 if you are taking out a Subscription on behalf of your employer or another business, you shall procure compliance with these Terms by all of your employees, contractors, agents and other representatives in the use of the Services and you shall be liable to us for any acts or omissions directly or indirectly caused by any of your employees, contractors, agents and other representatives in the use of the Services.
services
5.1 Following the acceptance of your Subscription by us in accordance with clause 2, we shall make the Services available to you as set out in this clause 5.
5.2 We shall use reasonable care and skill in the provision of the Services.
5.3 You will benefit from any services outlined to you as being part of your Subscription during the order process

Intellectual property rights

Signaturize IPRs
6.1 The Parties agree that any and all Intellectual Property Rights and related goodwill:
6.1.1 arising anywhere and anyhow which vest in, derive from or are connected to the App, the Website and any Social Media Channels associated with the App (including any and all related software, source code and technology);
6.1.2 in the “Signaturize” name and marks; and
6.1.3 arising anywhere and anyhow which vest in, derive from or are connected to the any digital depictions of physical objects or spaces using the App or otherwise provided in the provision of the Services,
(together, the “Signaturize IPRs“) shall in each case be owned exclusively by us.
6.2 We hereby grant you a limited, revocable, non-transferable, non-exclusive licence to use the Signaturize IPRs solely in connection with your use of the Services during the Term in accordance with these Terms.
Project IPRs
6.3 The Parties agree that (save for any Uploaded Material) any and all Intellectual Property Rights and related goodwill arising anywhere and anyhow which vest in, derive from or are connected to the Project Designs (the “Project IPRs“) shall in each case by owned exclusively by us. We hereby grant you a limited, revocable, non-transferable, non-exclusive licence to use the Project IPRs solely in connection with your use of the Services during the Term in accordance with these Terms.
6.4 The Parties agree that we may share Project IPR for marketing purposes and/or with other members of the Signaturize Community.
6.5 The Parties agree that any ideas, suggestions, or concepts provided to Signaturize for product improvement or enhancement are provided to Signaturize on a worldwide, perpetual, royalty-free basis. Signaturize may choose to implement or not implement any suggestion and, such suggestions, while greatly appreciated, become the property of Signaturize, and trigger no obligation to compensate you.

Materials you upload

6.6 You or (if applicable) your licensors shall retain ownership of any Intellectual Property Rights vesting in any materials you upload using the Services (the “Uploaded Material“). You hereby grant us an irrevocable, transferable, perpetual licence to use the Intellectual Property Rights in the Uploaded Materials for the purposes of providing the Services.
Other restrictions

6.7 Except for the rights and licence granted in these Terms, we reserve all other rights and grant no other rights or licences, implied or otherwise. We are entitled to use all Intellectual Property Rights owned by us for any purpose whatsoever.
6.8 Except as expressly provided in these Terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit the Signaturize IPRs or the Project IPRs without our express written permission.
6.9 You are expressly prohibited from any use of data mining, robots or similar data gathering and extraction tools in your use of the App, the Service and the Website.
Third party links
6.10 The Website and the App may from time to time contain links to third party websites. You are responsible for deciding whether to access a third party website and your use of third party websites will be governed by the terms of that third party website. We have no responsibility for any aspect of third party websites.

Your obligations

7.1 You are responsible for ensuring that you have and maintain all the hardware and software (and all other arrangements) necessary to access, receive and view the Services.
7.2 You agree that you:
7.2.1 shall not use the Services to develop or provide, directly or indirectly, any product or service that competes with our business;
7.2.2 shall not use the Services in any way which might infringe any third party rights, including third party Intellectual Property Rights;
7.2.3 shall not use the Services in any way that is contrary to Applicable Law;
7.2.4 shall not modify, decompile or reverse engineer any software supplied as part of, or in connection with, the Services, except as permitted by Applicable Law;
7.2.5 are not permitted to use the Services by automated means or otherwise for the purposes of scraping, extracting or otherwise obtaining any material from the Services for use within a third party website or application;
7.2.6 shall co-operate with us in all matters relating to the Services;
7.2.7 shall provide us with such information and materials as we may reasonably require in order to provide the Services and ensure that such information is complete and accurate in all material respects;
7.2.8 shall not abuse the Service, Website and/or App or use any of them for any unlawful or unauthorised purpose (which includes transmitting any computer viruses, or using them in a manner which is discriminatory, offensive, abusive, malicious, defamatory or otherwise violates or infringes the rights of anyone else);
7.2.9 shall not use the Service, Website and/or App for commercial purposes without an active Subscription;
7.2.10 shall not use the Service in any way that is contrary to Signaturize’s public image, goodwill, or reputation;
7.2.11 shall not express or imply that any of your statements, activities or causes are endorsed by us, without our prior written consent in each instance;
7.2.12 shall not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Service;
7.2.13 shall not test or develop any third-party integrations with the Service without our express written permission;
7.2.14 shall not “frame” or “mirror” any part of the Service without our prior written consent;
7.2.15 shall not forge headers or otherwise manipulate identifiers in order to disguise the origin of any submission;
7.2.16 shall not execute any form of network monitoring or run a network analyser or packet sniffer or other technology to intercept, decode, mine or display any packets used to communicate between or with the Service servers or any data not intended for you;
7.2.17 shall not gain, or attempt to gain, unauthorised access to the Service, the server on which the Service operates, or any server, computer or database connected to the Service;
7.2.18 acknowledge that any elements of Project Designs may not accurately represent the dimensions or texture of the suggested physical products; and
7.2.19 acknowledge that any dimensions or colours viewed and uploaded as a part of the Service should be treated as only approximate and should be cross-checked and validated by you before any decisions are made that may result in a cost being incurred to you or a third party or as a result of your actions.
7.3 You warrant and represent that:
7.3.1 you own, or have a licence to use, all rights (including Intellectual Property Rights) in all Uploaded Materials;
7.3.2 any Uploaded Materials you upload to the App and/or Website shall not infringe the rights, including Intellectual Property Rights, of any third party; and
7.3.3 you shall comply with Applicable Law in relation to the exercise of your rights, and fulfilment of your obligations, under these Terms.
7.4 We shall endeavour to provide constant, uninterrupted access to the Services. However, please note that:
7.4.1 we may suspend, withdraw, discontinue or change parts of the Services without notice provided that it does not affect the overall provision of the Services to you;
7.4.2 the Services may not be uninterrupted, timely, secure or error-free; and
7.4.3 from time to time we may need to close the App, the Website and/or the Services and suspend the Services to carry out upgrades and/or maintenance.
7.5 You shall indemnify and hold us harmless against any losses, costs, liabilities and expenses suffered or incurred by us and/or our Affiliates as a result of:
7.5.1 any claim that the use of Uploaded Materials by us in accordance with these Terms infringes the rights (including the Intellectual Property Rights) of any third party;
7.5.2 and/or
7.5.3 any other breach of these Terms.

Fair Usage

7.6 In line with the terms of unlimited projects, in order to maintain a quality service for all users we reserve the right to archive projects for any Account that has 100 or more projects shared or saved to the account.
User Generated Content
7.7 If it is the case that you supply/upload any content to the App – whether it be pictures, text, sound recordings or whatever – the content you supply (“User Generated Content“) must comply with the following rules:
7.7.1 it must not be obscene, abusive, offensive or racist and it must not promote or propose hatred or physical harm against anyone;
7.7.2 it must not harass or bully another person;
7.7.3 it must be true and honest so far as you know;
7.7.4 it must not be defamatory of anyone;
7.7.5 it must not use the material or content or infringe the rights or privacy of anyone else; for example you should not use images of well-known characters, footage or music (unless it is your own or you have permission to use it);
7.7.6 it must not contain someone else’s personal details or confidential information relating to other people; and
7.7.7 it must not promote or condone terrorism, violence or illegal behaviour.
7.8 We reserve the right to refuse to accept or refuse or cease to use any User Generated Content supplied by any person that we think contravenes these rules.
7.9 In addition, we may from time to time provide interactive services on the App that shall enable you to upload User Generated Content, including, without limitation:
7.9.1 comment facilities;
7.9.2 chat rooms; and/or
7.9.3 bulletin boards,
(together “Interactive Services“).
7.10 Where we provide an Interactive Service, we will use reasonable endeavours to provide information to you about the kind of service offered and if it is moderated. However, we are under no obligation to oversee, monitor or moderate any Interactive Service we provide.
OUR Right to vary these Terms
8.1 We may amend or add to these Terms as they apply to your Subscription from time to time, provided that:
8.1.1 we shall provide you with at one Paid Subscription period notice in advance of such revision should it be to reduce the standard of Service you Subscribed to;
8.1.2 such revision shall take effect at the start of the next following Paid Subscription period ; and
8.1.3 if you are dissatisfied with such revision, you may cancel your Subscription in accordance with the process set out in clause 9.

TERMINATION

Your rights to terminate
9.1 You may cancel your Subscription subject to the Terms in the Apple Media Services Terms and Conditions for the relevant country (available here)

Suspension and termination by us
9.2 We may terminate your Subscription at any time with immediate effect without refunding or compensating you by giving written notice to you if you:
9.2.1 fail to pay any amount due under these Terms on the due date for payment;
9.2.2 breach any material term of these Terms, the Website Terms of Use and/or the EULA and fail to remedy such breach (if remediable) within seven days of notice by us to you, and we shall suspend access to the Services until the earlier of: (a) such breach being remedied to our reasonable satisfaction; and (b) termination of these Terms by us; or
9.2.3 we reasonably believe that your use of the Services is infringing or is likely to infringe any third party rights or you are in any other way committing fraudulent activity in the use of the Services.
9.3 We may also suspend or terminate your Subscription at any time with immediate effect if we cannot provide the Services to you due to technical or operational reasons outside of our control. In these circumstances, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription: (i) if suspended, during such suspension period; and (ii) if terminated, remaining after termination of your Subscription occurs.
9.4 We may cancel your Subscription at any time by giving you at least seven days’ notice in writing. If we exercise this right, we shall refund you, on a pro rata basis, the Charges paid by you that are for the portion of your Subscription remaining after termination of your Subscription occurs.
consequences of termination
10.1 On expiry or termination of your Subscription for any reason:
10.1.1 you shall immediately pay to us all outstanding unpaid Charges;
10.1.2 your access to the Services will be revoked; and
10.1.3 the licence granted in clause 6.2 will cease.

10.2 Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination will remain in full force and effect.

Liability

11.1 Except as expressly set out in these Terms, all conditions, warranties, stipulations and other statements whatsoever that would otherwise be implied or imposed by statute, at common law or otherwise howsoever are excluded to the fullest extent permitted by law.
11.2 Nothing in this Agreement excludes or limits either Party’s liability:
11.2.1 in respect of death or personal injury caused by its own negligence;
11.2.2 in relation to fraud or theft; and/or
11.2.3 any other liability which may not be limited or excluded under Applicable Law.
11.3 Subject to clause 11.2, in no event shall we be liable to you for any loss of profits, loss of revenue, loss of contracts, failure to realise anticipated savings or for any indirect or consequential loss, whether arising from negligence, breach of contract or otherwise.
11.4 Subject to clause 11.2, our total liability to you for any loss or damage arising out of or in connection with these Terms, whether in contract (including under any indemnity), tort (including negligence) or otherwise shall be limited to the Charges paid by you to us in the 12 months prior to the liability arising.
11.5 This clause 11 will survive termination or expiry of these Terms.

NOTICES

12.1 When we refer to “in writing” in these Terms, this includes email.
12.2 Any notice or other communication given by one of us to the other under or in connection with these Terms must be in writing and be delivered personally, sent by pre-paid first class post or other next working day delivery service, or email.
12.3 A notice or other communication is deemed to have been received:
12.3.1 if delivered personally, on signature of a delivery receipt or at the time the notice is left at the proper address;
12.3.2 if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; or
12.3.3 if sent by email, at 9.00 am the next working day after transmission.
12.4 In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an email, that such email was sent to the specified email address of the addressee.
12.5 The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.

APPROVALS, WAIVER AND CUMULATIVE REMEDIES

13.1 In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under these Terms or by law, be deemed to be or construed as a waiver of that or any other right, power, privilege, claim or remedy in respect of the circumstances in question, or operate so as to bar the enforcement of that, or any other right, power, privilege, claim or remedy, in any other instance at any time or times subsequently.
13.2 The rights and remedies arising under, or in connection with, these Terms are cumulative and, except where otherwise expressly provided in these Terms, do not exclude any rights or remedies provided by law or otherwise.

CONFIDENTIALITY

14.1 You and we each undertake that we will not at any time, and for a period of five years after termination of these Terms, disclose to any person any confidential information concerning one another’s business, affairs, customers, clients or suppliers, except as permitted by clause 14.2.
14.2 You and we each may disclose the other’s confidential information:
14.2.1 to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out our respective obligations under these Terms. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 14; and
14.2.2 as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
14.3 Each of us may only use the other’s confidential information for the purpose of fulfilling our respective obligations under these Terms.

INVALIDITY

15.1 If any provision of these Terms shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of these Terms which shall remain in full force and effect.
15.2 If any provision of these Terms is so found to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question shall apply with such deletion(s) as may be necessary to make it valid.
15.3 The Parties agree, in the circumstances referred to in clause 15.1 and if clause 15.2 does not apply, to attempt in good faith to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the same effect as would have been achieved by the invalid or unenforceable provision.

ENTIRE AGREEMENT

16.1 These Terms constitute the entire agreement and understanding of the Parties relating to the subject matter of this Agreement and supersedes any previous agreement or understanding between the Parties in relation to such subject matter.
16.2 Each Party acknowledges that in entering into these Terms it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other Party in relation to the subject-matter of this Agreement at any time before its signature (together “Pre-Contractual Statements“), other than those which are set out in these Terms.
16.3 Each Party hereby waives all rights and remedies which might otherwise be available to it in relation to such Pre-Contractual Statements.
16.4 Nothing in this clause 16 shall exclude or restrict the liability of either Party arising out of its pre-contract fraudulent misrepresentation or fraudulent concealment.

MODIFICATION OR VARIATION

17.1 No modification or variation of these Terms (or any document entered into pursuant to or in connection with this Agreement) shall be valid unless it is in writing and signed by or on behalf of each of the Parties. For the avoidance of doubt, no modification or variation of these Terms shall be valid if made by email.
17.2 Unless expressly so agreed, no modification or variation of these Terms shall constitute or be construed as a general waiver of any provisions of these Terms, nor shall it affect any rights, obligations or liabilities under these Terms which have already accrued up to the date of such modification or waiver, and the rights and obligations of the Parties under these Terms shall remain in full force and effect, except and only to the extent that they are so modified or varied.

THIRD PARTY RIGHTS

A person who is not a party to these Terms may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999 except for any person to whom the benefit of this Agreement is assigned or transferred in accordance with clause 19.

ASSIGNMENT

19.1 You shall not, without our prior written consent, , assign at law or in equity (including by way of a charge or declaration of trust), sub-license or deal in any other manner with these Terms or any rights under these Terms or purport to do any of the same. Any purported assignment in breach of this clause 19 shall confer no rights on the purported assignee.
19.2 We may assign at law or in equity (including by way of a charge or declaration of trust) or sub-license these Terms without your prior consent.

GOVERNING LAW AND ARBITRATION

20.1 These Terms shall be governed by English law.
20.2 We and you agree that any dispute (contractual or non-contractual) arising out of or in connection with these Terms including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration, which rules are deemed to be incorporated by reference into this clause 20.
20.3 The number of arbitrators shall be three.
20.4 The seat, or legal place, or arbitration shall be London.
20.5 The language to be used in the arbitral proceedings shall be English.
20.6 Nothing in this clause 20 shall restrict either Party’s right to seek equitable relief anywhere in the world for breach of that party’s Intellectual Property Rights or for breach of the terms of clause 14.