Table of Contents
Definitions
“Applicable Law” means any legally binding obligation applicable to a party, including statutes, rules, regulations, codes, court rulings, or any other binding requirement.
“Membership” means the service described at https://spektacle.com/.
“Spektacle”, “we” “us”, or “our” means Spektacle having its registered office at 22 Goodge Street, London, W1T 2QE, United Kingdom.
“Fees” means the fees that you owe to us, based on the applicable Subscription Plan that you purchase.
“Renewal Term” means a renewal of your subscription of a period of time equal to the Initial Term.
“Subscription Plan” means any one of our Nowcast subscription plans, as set out at https://spektacle.com/shop
“Services” means the provision of a Spektacle Membership, the Website, and any other services that we agree to provide to you.
“Term” means in respect of the paid Membership, the Initial Term or Renewal Term, as applicable.
“User” means an individual (human) user of a paid Membership.
“You” means, in the case of an individual accepting these terms of service on his or her own behalf, that individual; or, in the case of an individual accepting these terms of service on behalf of a company or legal entity, that company or legal entity.
“Website” means the website at www.spektacle.com.
The Services and Accounts
2.1. The Services: These terms of service are a binding legal agreement between you and Spektacle that set out the terms on which you can make use of any of the Services. You may not use any of the Services without agreeing to these terms. We only provide the Services subject to these terms of service.
2.2. Who can use the Services: The Services are available only to non-consumers, for their internal, professional use. You are not permitted to use the Services as a consumer. Any use you make of the Services as a consumer is an incurable, material breach of these terms of service.
2.3. Creating an account: To access a Membership, you are required to create an account (either directly or via an administration User). Each User login credential is individual to that User only, and cannot be used by anybody else. You are responsible for ensuring that any user IDs and passwords required for you or your Users to use Services are kept safe and confidential. You will promptly notify us upon discovery if the security of a user ID or password is, or may be, compromised.
Spektacle does not knowingly collect, either online or offline, personal information from persons under the age of thirteen.
Using the Services
3.1. Responsibility: You: (a) are responsible for your use of the Services and for your Users’ use of the Services; (b) are responsible for your compliance with these terms of service and for your Users’ compliance with these terms of service (as if they were you); and (c) will not allow more than any maximum number of Users to use the Nowcast, as may be set out in any Subscription Plan that you purchase.
3.2. User Protection: You will not: (a) knowingly display, distribute, or otherwise make available any data from a Membership to any person or entity that you reasonably believe will use the data in any manner that would have the potential to be inconsistent with any individual’s reasonable expectations of privacy; (b) conduct any research or analysis that isolates a small group of individuals or any single individual for unlawful, illegal or discriminatory purposes; (c) use a Membership to target, segment, or profile any individual based on health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by Applicable Law; or (d) without our prior written consent, display, distribute, or otherwise make a Membership or any data within it available to any member of the US intelligence community or any other government or public sector entity.
3.3. Restrictions: You will not: (a) sell, resell, license, sublicense, distribute, or otherwise make the Services (including any data within the Services) available to anybody other than your Users, without our prior written consent in each instance; (b) subject to Applicable Law, attempt to reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Services; (c) use the Services to violate Applicable Law, including Applicable Law about data protection, privacy, or information security; (d) communicate any material which is obscene, defamatory, offensive, or abusive via the Services; or (e) purposefully, recklessly or negligently interfere with or disrupt the integrity or performance of the Services, including spamming, hacking, purposefully violating or circumventing our API rate limits, or similar activities.
3.4. Removal of Data: A licensor or Applicable Law may require us to remove data from a Membership or the Website. In such cases, we will notify you of the impacted data and you will promptly remove the same data from your systems, whether during or after the Term.
Our responsibilities
4.1. Warranties: We warrant that during the Term: (a) we will provide the Services with reasonable skill and care; (b) that a Membership, when properly used on an operating system for which it was designed, will perform substantially in accordance with the functions described at https://spektacle.com; (c) that the Website correctly describes the operation of a Membership in all material respects; and (d) that we will have all licences and permissions necessary to perform our obligations under these terms of service.
Subscription, Trial Period, Fees, payment, and taxes
5.1. Subscription: By selecting a Subscription Plan, you are making an offer to us to purchase the Services for the Term. Every subscription automatically renews at the end of the Initial Term or Renewal Term for the period equal to the Initial Term or Renewal Term, unless you or us notify the other party in writing at least 10 days prior to the end of the Initial Term or Renewal Term of the intention not to renew the subscription.
5.2. Trial Period: At the end of the Trial Period (if any) of the Paid Membership, the subscription will automatically continue for the Term unless you have provided us written notice, before the end of the Trial Period, that you do not intend to continue with the Paid Membership beyond the Trial Period.
5.3. Fees: All Fees must be paid in the currency identified in the Subscription Plan that you purchase. Accordingly, the Fees as converted to your local currency may fluctuate as billed to you by your payment provider. The Fees are non-cancellable and non-refundable, subject to Applicable Law. We may increase the Fees for any Renewal Term if we provide you with at least 30 days’ written notice of the increase.
5.4. Electronic payment: You must provide us with electronic payment details in the format we require in order to use a Membership. By providing your credit or debit card details to us in advance of any Fees being due, you authorize us to bill your credit or debit card before you use a Membership. We also make clear that you are giving us your authority to do this when we take your credit/debit card details.
5.5. Taxes: The Fees are exclusive of legally applicable taxes, levies, duties or similar governmental assessments, including goods and services, value-added, and sales taxes (collectively, “Taxes”). If we are legally required to pay or collect Taxes for which you are responsible, we (or a third party) will invoice you and you will pay that amount unless you provide us (or a third party) with a valid tax exemption certificate by the appropriate taxing authority.
Intellectual property
6.1. Our intellectual property rights: We, or our licensors, own all intellectual property rights in the Services. Except as expressly stated otherwise in these terms of service, no one is granted any rights to or interest of any kind in our intellectual property rights.
All content included as part of the Services, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Spektacle or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.
You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Spektacle content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular, you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use and will make no other use of the content without the express written permission of Spektacle and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Spektacle or our licensors except as expressly authorized by these Terms.
6.2. Licence to use your feedback: You grant to us, and you undertake to procure that your Users grant to us, a worldwide, perpetual, irrevocable, royalty-free licence to use and incorporate into the Services any suggestion, enhancement request, recommendation, correction, or other feedback provided by you or your Users arising out of your use of the Services. You also undertake to procure that your Users waive all moral rights in such feedback.
Suspension and Termination
7.1. Suspension: If you use (or anyone other than you, with your permission, uses) the Services in violation of these terms of service, we may suspend your use of the Services (in whole or in part). If we suspend the Services, we may refuse to restore the Services until we receive an assurance from you, in a form we deem acceptable, that there will be no further breach of these terms of service.
7.2. Accrued Rights and Liabilities and Survival: Termination of these terms of service, however arising, does not affect the accrued rights and liabilities of the parties as at termination. All clauses of these terms of service that need to survive termination in order to give effect to them, survive termination.
Exclusions and Limitations of Liability
8.1. What the parties are always liable for: Nothing in these terms of service excludes or limits a party’s liability for any liability that cannot be excluded or limited under Applicable Law (including fraud).
***IMPORTANT: PLEASE READ SECTIONS 8.2–8.7 CAREFULLY AS THEY EXCLUDE AND/OR LIMIT EACH PARTY’S LIABILITY***
8.2. Losses a party is never liable for: Subject to section 1, each party excludes all liability, whether in tort (including for negligence), breach of statutory duty, contract, misrepresentation, restitution, or otherwise, direct or indirect or otherwise, whether foreseeable, known, foreseen, or otherwise, however arising, for any: (a) loss of revenue or profits (of any kind); (b) loss of goodwill; (c) loss of business; (d) losses suffered on third party websites or applications; or (e) special, indirect, or consequential loss, costs, damages, charges, or expenses.
8.3. Other important exclusions of loss: Subject to section 1 and 8.1, we make and give no warranties or representations: (a) that the Website or a Nowcast will always be available or use of them will be uninterrupted; (b) that we will have any specific types of data or that you may be able to access third party sites or applications via the Services; or (c) that the Services will provide you with any particular insight. Other than as set out expressly elsewhere in these terms of service, we exclude all other warranties, conditions, representations, or other terms (whether express or implied), subject to Applicable Law.
8.4. Indemnification: You agree to indemnify, defend and hold harmless Spektacle, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney’s fees) relating to or arising out of your use of or inability to use the Spektacle or Services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Spektacle reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Spektacle in asserting any available defenses.
8.5. Arbitration: In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrators award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney’s fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.
8.6. Class Action Waiver: Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Employer agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
8.7. Liability Disclaimer: The information, software, products, and services included in or available through the site may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Spektacle and/or its suppliers may make improvements and/or changes in the site at any time.
Spektacle and/or its suppliers make no representations about the suitability, reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the site for any purpose. To the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided “as is” without warranty or condition of any kind. Spektacle and/or its suppliers hereby disclaim all warranties and conditions with regard to this information, software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non-infringement.
To the maximum extent permitted by applicable law, in no event shall Spektacle and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequential damages or any damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the use or performance of the site, with the delay or inability to use the site or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the site, or otherwise arising out of the use of the site, whether based on contract, tort, negligence, strict liability or otherwise, even if Spektacle or any of its suppliers has been advised of the possibility of damages. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to you. If you are dissatisfied with any portion of the site, or with any of these terms of use, your sole and exclusive remedy is to discontinue using the site.
8.8. Termination / Access Restriction:
If you use the Services in violation of this agreement, we may suspend your use of the Services (in whole or in part). If we suspend the Services, we may refuse to restore the Services until we receive an assurance from you, in a form that we accept, that there will be no further breach of this agreement.
Spektacle reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice.
A party may terminate these terms of service by written notice to the other party at any time if: (a) the other party is in material breach which is not remediable; (b) the other party is in material breach which is remediable and the breach is not remedied within 30 days of being notified in writing of the breach; or (c) the other party begins bankruptcy proceedings or becomes the subject of a petition in liquidation or any other proceeding relating to insolvency, liquidation, or assignment for the benefit of creditors or, in relation to you, any analogous event in any relevant jurisdiction.
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Spektacle as a result of this agreement or use of the Site. Spektacle’s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Spektacle’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Spektacle with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.
Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Spektacle with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Spektacle with respect to the Site.
A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.
8.9. Changes to Terms: Spektacle reserves the right, in its sole discretion, to change the Terms under which https://spektacle.com is offered. The most current version of the Terms will supersede all previous versions. SOS encourages you to periodically review the Terms to stay informed of our updates.
Contact Us
Spektacle welcomes your questions or comments regarding the Terms:
Spektacle
22 Goodge Street
London, W1T 2QE
United Kingdom
Email Address: info@spektacle.com
General
9.1. Privacy: We collect and process User data in accordance with our Privacy Statement.
9.2. Rules of interpretation: (a) The words “include” and “including” are deemed to have the words “without limitation” following them; (b) references to the singular include the plural and vice versa; and (c) references to “will” are to be construed as having the same meaning as “shall”.
9.3. Force Majeure: Neither party is liable for a breach caused by an event beyond its reasonable control, including a natural disaster, disease outbreak, war, riot, terrorist action, civil commotion, malicious damage, government action, industrial action or dispute, fire, flood, storm, or failure of third party telecommunications services.
9.4. Publicity: We will not disclose that you are a customer without your prior written consent.
9.5. Invalidity: If any term of these terms of service is found invalid, illegal or unenforceable, the rest of these terms of service remain in effect.
9.6. No waiver: Either party’s delay or failure to enforce a term of these terms of service is not a waiver of that right and does not prevent that party from later enforcing that term or any other term.
9.7. Notice: Each party will deliver notices for legal service or material breach by a courier service or recorded delivery: for us, to our registered office address as set out above; for you, to the address we have for you on file. Any notices for any matter other than legal service or material breach may be delivered in accordance with the previous sentence or by email. If sent by email, you will send the notice to info@spektacle.com and we will send the notice to you to via an email address listed in your account. A party is deemed to receive email notice 24 hours after it is sent.
9.8. Transfer: You may not assign, transfer, charge or otherwise encumber, create any trust over, or deal in any manner with these terms of service, or any right, benefit, or interest under it, nor transfer or novate without our prior written consent. Any of the foregoing without our prior written consent is void.
9.9. Entire agreement: These terms of service, including materials incorporated by reference, constitutes the exclusive statement of agreement and understanding between the parties. These terms of service exclude all prior or contemporaneous proposals, understandings, agreements, or representations, whether oral or written about its subject matter. You agree that no representations were made prior to entering into these terms of service and that, in entering into these terms of service, you do not rely on, and will have no remedy in respect of, any statement, representation, warranty, or understanding (whether negligently or innocently made) of any person (whether party to these terms of service or not) other than as set out in these terms of service. Nothing in these terms of service excludes or limits our liability for fraudulent misrepresentations or excludes (but these terms of service do limit) our liability for any fundamental misrepresentation.
9.10. Third party rights: Nothing in these terms of service creates or confers any rights or other benefits in favour of any person other than the parties to these terms of service even if that person has relied on the term or has indicated to any party to these terms of service its assent to the term.
9.11. No agency: These terms of service do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
9.12. Governing law and jurisdiction: English law governs this agreement, including any non-contractual disputes or claims related to it. You and we also agree that English courts have exclusive jurisdiction over our relationship.