Terms & Conditions

3.1.1 Google Chrome as Your web browser application; and

3.1.2 One of the following operating systems:

4.3.1 is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

4.3.2 infringes any rights of third parties;

4.3.3 facilitates illegal activity;

4.3.4 depicts sexually explicit images;

4.3.5 promotes unlawful violence;

4.3.6 is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or

4.3.7 is otherwise illegal or causes damage or injury to any person or property.

4.4.1 except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this Agreement:

5.2.1 MOS suspects that there has been any misuse of the Software or breach of this Agreement; or

5.2.2 in accordance with clause 7.5.1 of this Agreement.

5.4.1 through MOS' web chat facility made available on the MOS website; or

5.4.2 by sending an email to MOS at streamssupport@mobilestreams.com ; or

5.4.3 by visiting the frequently asked questions page on the MOS website.

7.3.1 in respect of a Monthly Subscription, on the Effective Subscription Date and thereafter on the anniversary of the Effective Subscription Date in each calendar month; or

7.3.2 in respect of an Annual Subscription, annually in advance on the Effective Subscription Date and thereafter on each anniversary of the Effective Subscription Date,

(each (as applicable) the ("Due Date")).

7.4 The currency of this Agreement is pounds sterling and all amounts due under this Agreement shall be invoiced in pounds sterling. The Subscription Charges are inclusive of VAT.

7.5 If MOS has not received payment within ten (10) days of the applicable Due Date, and without prejudice to any other rights and remedies of MOS:

7.5.1 MOS may, without liability to the Customer, disable the Authorised User's password, account and access to all or part of the Software and MOS shall be under no obligation to provide the Customer with access to the Software while the invoice(s) concerned remain unpaid; and

7.5.2 interest shall accrue on a daily basis on such due amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.

7.6 MOS shall be entitled to increase the Subscription Charges at any time during the Term upon sixty (60) days' prior notice to the Customer and the Subscription Charges shall be deemed to have been amended accordingly on expiry of such notice.

8.1.1 it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and

8.1.2 it will comply with all applicable legal and regulatory requirements applying to the exercise of its rights and the fulfilment of its obligations under this Agreement.

8.2 MOS warrants to the Customer that:

8.2.1 the Software will incorporate security features reflecting the requirements of Good Industry Practice; and

8.2.2 the Software when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any third party.

9.1.1 at all times comply with all applicable laws relating to:

(a) the use or receipt of the Software; and

(b) its obligations under this Agreement;

9.1.2 provide MOS with all necessary co-operation in relation to this Agreement and access to such information as may be required by MOS in order to meet its obligations under this Agreement;

9.1.3 carry out all other Customer responsibilities set out in this Agreement in a timely and efficient manner;

9.1.4 ensure that the Authorised Users use the Software and the Documentation in accordance with the terms of this Agreement;

9.1.5 ensure that its network and systems comply with the relevant specifications provided by MOS from time to time; and

9.1.6 be, to the extent permitted by applicable law and except as otherwise expressly provided in this Agreement, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to MOS' data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer's network connections or telecommunications links or caused by the internet.

11.1.1 MOS is given prompt notice of any such claim;

11.1.2 the Customer provides reasonable co-operation to MOS in the defence and settlement of such claim, at MOS' expense; and

11.1.3 MOS is given sole authority to defend or settle the claim.

11.2.1 modify the Software or the Documentation in such a way that they no longer infringe the relevant Intellectual Property Rights; or

11.2.2 procure for the Customer the right to use the Software or the Documentation in accordance with this Agreement.

11.3.1 any breach of this Agreement by the Customer; or

11.3.2 use of the Software or the Documentation (or any part) otherwise than in accordance with this Agreement; or

11.3.3 a modification of the Software or Documentation by anyone other than MOS; or

11.3.4 the Customer's use of the Software or the Documentation in a manner contrary to the instructions given to the Customer by MOS; or

11.3.5 the Customer's use of the Software or the Documentation after notice of the alleged or actual infringement from MOS or any appropriate authority.

13.2.1 disclose the other party's Confidential Information only to those of its officers, employees, agents and contractors to whom, and to the extent to which, such disclosure is necessary for the purposes contemplated under this Agreement and:

(a) shall procure that such persons are made aware of and agree in writing to observe the obligations in this clause 13; and

(b) shall be responsible for the acts and omissions of such third parties as if they were that party's own acts or omissions.

13.3.1 is or comes into the public domain through no fault of the receiving party, its officers, employees, agents or contractors;

13.3.2 is lawfully received by the receiving party from a third party free of any obligation of confidence at the time of its disclosure;

13.3.3 is independently developed by the receiving party, without access to or use of the disclosing party's Confidential Information; or

13.3.4 is required by law, by court or governmental or regulatory order to be disclosed provided that the receiving party, where possible, notifies the disclosing party at the earliest opportunity before making any disclosure.

14.1.1 death or personal injury caused by negligence;

14.1.2 fraud or fraudulent misrepresentation; or

14.1.3 any other liability which cannot be excluded or limited by applicable law.

14.2.1 loss of profit;

14.2.2 loss of goodwill;

14.2.3 loss of business;

14.2.4 loss of anticipated savings; and/or

14.2.5 special, indirect or consequential loss.

14.4.1 the Customer assumes sole responsibility for results obtained from the use of the Software by the Customer and for conclusions drawn from such use and MOS shall have no liability in respect of the results obtained or for any conclusions drawn from such use;

14.4.2 the Customer acknowledges that the Software may enable or assist it or any of the Authorised Users to access the website content of and/or correspond with third parties via third-party websites and that it does, and the Authorised Users do, so solely at its own risk. MOS makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website, or any transactions completed, and any contract entered into by the Customer or an Authorised User (as the case may be), with any such third party;

14.4.3 MOS shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to MOS by the Customer in connection with the Software, or any actions taken by MOS at the Customer's direction;

14.4.4 all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and

14.4.5 the Software and the Documentation are provided to the Customer on an "as is" basis.

15.1.1 in respect of an Evaluation, shall continue for the Evaluation Period unless the Customer purchases an Annual Subscription or a Monthly Subscription in which case the Agreement shall continue beyond the Evaluation Period until terminated in accordance with clause 15.1.2; or

15.1.2 in respect of a Monthly Subscription or Annual Subscription, shall continue until:

15.2.1 the other party commits a material breach of this Agreement and such breach is not remediable;

15.2.2 the other party commits a material breach of this Agreement which is not remedied within thirty (30) days of receiving written notice of such breach;

15.2.3 the other party is subject to an Insolvency Event ; or

15.2.4 any Force Majeure Event prevents the other party from performing its obligations under this Agreement for any continuous period of three (3) months.

16.1.1 the Customer shall, and shall procure that each Authorised User shall stop using the Software and Documentation;

16.1.2 the Customer shall make payment of all Subscription Charges properly due and payable up to the date of termination;

16.1.3 subject to paragraph 2.11.1 of Schedule 2 (Data Protection), MOS shall delete all Customer Data held on the Software within fourteen (14) days following the date of termination or expiry; and

16.1.4 each party shall destroy and delete any copies of the other party's Confidential Information in its possession or control (or in the possession or control of any person acting on its behalf).

17.2.1 as soon as reasonably practicable after the start of the Force Majeure Event, notify the other party in writing of such Force Majeure Event, the date on which it started, its likely or potential duration, and the effect of such Force Majeure Event on its ability to perform any of its obligations under this Agreement; and

17.2.2 use all reasonable endeavours to mitigate the effect of the Force Majeure Event on the performance of its obligations.

18.1.1 comply with all applicable laws, statutes, regulations, relating to anti-bribery and anti-corruption including the Bribery Act 2010 (" Relevant Requirements");

18.1.2 not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; and

18.1.3 have and shall maintain in place throughout the Term its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements.

20.1.1 in writing and in English; and

20.1.2 sent to the relevant party at its registered company address either:

20.2.1 if delivered by hand, on signature of a delivery receipt or at the time the notice is left at the registered address of the other party; or

20.2.2 if sent by pre-paid first-class post or other next working day delivery service, at 9.00am on the third Business Day after posting or at the time recorded by the delivery service ; or

20.2.3 if sent by email, at the point of delivery provided no failed delivery receipt is received by the sending party.

20.3.1 on the date specified in the notice as being the date of such change; or

20.3.2 if no date is so specified five (5) Business Days after the notice is deemed to be received.

Annual Subscription" means the Customer's annual subscription to access and use the Software subject to the payment of the Subscription Charges;

Authorised Users" means the employees and contractors of the Customer who are authorised by the Customer to use Software and Documentation;

Business Day" means a day other than a Saturday, Sunday or bank or public holiday in England;

"Confidential Information" means information that is either clearly labelled as confidential, is of a confidential nature or would appear to a reasonable person to be confidential, and shall include all (i) know-how, trade secrets, financial, commercial, technical, tactical or strategic information of any kind, (ii) all information produced or developed in the performance of this Agreement; (iii) Customer Data; and (iv) the Software and the results of any performance tests in relation to the Software;

"Contract Year" means the period of twelve (12) months from the Effective Date and each subsequent period of twelve (12) months commencing on the anniversary of the Effective Date;

"Customer Data" means all data in any form (including Customer Personal Data (as defined in Schedule 2 (Data Protection))) that is provided to MOS or uploaded or hosted on any part of the Software by the Customer, or by any Authorised User, or generated for the Customer by MOS in providing the Software;

"Documentation" means the documentation relevant to Software provided by MOS to the Customer from time to time;

"Due Date" has the meaning given in clause 7.3;

"Effective Date" means the date the Customer ticks the checkbox on the sign-on page to indicate that they accept the terms of this Agreement, and enters in to this Agreement;

"Effective Subscription Date" means the date on which the Customer purchases an Annual Subscription or Monthly Subscription (as applicable) for the Software;

"Evaluation" means the provision by MOS of access to the Software and Documentation to the Customer on a free of charge basis for the Evaluation Period;

"Evaluation Period" means the period of thirty (30) calendar days from the Effective Date unless otherwise extended by agreement between the parties;

"Fair Usage Policy" means the MOS fair usage policy in relation to the Software which is available at: www.mobilestreams.com;

"Force Majeure Event" means any circumstance not within a party's reasonable control including, without limitation (a) acts of God, flood, drought, earthquake or other natural disasters; (b) epidemic or pandemic; (c) terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations; (d) nuclear, chemical or biological contamination or sonic boom; (e) any law or any action taken by a government or public authority, including without limitation imposing an export or import restriction, quota or prohibition, or failing to grant a necessary licence or consent; (f) collapse of buildings, fire, explosion or accident; and (h) interruption or failure of utility service;

"Good Industry Practice" means the degree of skill and diligence which would reasonably be expected from a skilled and experienced person engaged in the same type of undertaking under the same or similar circumstances;

"Insolvency Event" means, where a party becomes insolvent or unable to pay its debts as and when they become due; (ii) an order is made or a resolution is passed for the winding up of a party (other than voluntarily for the purpose of solvent amalgamation or reconstruction); (iii) a liquidator, administrator, administrative receiver, receiver, or trustee is appointed in respect of the whole or any part of a party's assets or business; (iv) a party makes any composition with its creditors; a party ceases to continue its business; or (vi) as a result of debt or maladministration a party takes or suffers any similar or analogous action in any jurisdiction;

"Intellectual Property Rights" means any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:

(a) whether registered or not;

(b) including any applications to protect or register such rights;

(c) including all renewals and extensions of such rights or applications;

(d) whether vested, contingent or future; and

(e) wherever existing;

"Krunch Data" means Krunch Data Limited (registered number 11716543), a company registered, incorporated and existing under the laws of England and Wales with its registered office at, 2 Blue Cedars, Warren Road, Banstead, Surrey SM7 1NT United Kingdom;

"Monthly Subscription" means the Customer's monthly subscription to access and use the Software subject to the payment of the Subscription Charges;

"Schedule" means a schedule to this Agreement;

"Software" means the software provided to provide content insight and shall include any Upgrade and/or Update;

"Subscription Charges" means the charges payable by the Customer for an Annual Subscription or a Month Subscription (as applicable) to the Software;

"Term" has the meaning given in clause 15.1;

"Third Party Claim" means any claim brought by a third party against the Customer, which arises in connection with the Customer's use of the Software or the Documentation;

"Update" means a hotfix, patch or minor version update to the Software;

"Upgrade" means a major version upgrade to the Software; and

"VAT" means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom.

1.1.1 "Controller", "Data Subject", "International Organisation", "Personal Data", "Personal Data Breach", " Processor" and "processing" shall have the respective meanings given to them in applicable Data Protection Laws from time to time (and related expressions, including "process", "processed" and " processes" shall be construed accordingly);

1.1.2 "Customer Personal Data" means Personal Data received from or on behalf of the Customer in connection with the performance of MOS' obligations under this Agreement;

1.1.3 "Data Protection Laws" means, as binding on either party:

2.4.1 MOS shall:

2.6.1 MOS shall (at the Customer's cost):

2.7.1 The Customer hereby consents to MOS having the right to process and/or transfer, or otherwise directly or indirectly disclose, any Customer Personal Data in or to countries outside the United Kingdom and the European Economic Area or to any International Organisation without the prior written consent of the Customer for the purposes of providing the Software (including any support services) to the Customer under this Agreement provided that:

2.8.1 MOS shall, in accordance with Data Protection Laws, make available to the Customer such information that is in its possession or control as is necessary to demonstrate MOS' compliance with the obligations placed on it under this Schedule 2, and allow for and contribute to audits, including inspections, by the Customer (or another auditor mandated by the Customer) for this purpose (subject to a maximum of one audit request in any twelve (12) month period under this clause 2.8.1 of this Schedule).

2.9.1 MOS may engage any Sub-Processor for carrying out any processing activities in respect of the Customer Personal Data without Your prior consent. Before appointing any Sub-Processor, MOS shall inform You of the appointment (including the name and location of such Sub-Processor and the activities it will perform) by electronic mail. You may object to the appointment of the Sub-processor by giving written notice to MOS within ten (10) days of being informed by MOS of such appointment.

2.9.2 MOS shall:

2.10.1 MOS shall notify the Customer without undue delay and in writing on becoming aware of any Personal Data Breach in respect of any Customer Personal Data.

2.11.1 On termination or expiry of this Agreement, at the Customer's cost and the Customer's option, MOS shall either return all of the Customer Personal Data to the Customer or securely dispose of the Customer Personal Data (and thereafter promptly delete all existing copies of it) except to the extent that any applicable law requires MOS to store such Customer Personal Data.