Terms of Service &
End User License Agreement

By accessing or using this SaaS Portal or API, or authorising or permitting any individual to access or use this SaaS Portal or API, You agree to be bound by this Agreement.

If You are entering into this Agreement on behalf of a company, organisation or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Teragence that You have the authority to bind such Entity and its Affiliates to this Agreement. The terms  “You”, “Your” and “Subscriber” or a related capitalised term herein shall refer to such Entity and its Affiliates as Licensee of Teragence. If You do not have such authority, or if You do not wish to be bound by this Agreement, You must not accept this Agreement and may not access nor use the API.

1. DEFINITIONS

For purposes of this Agreement, capitalised terms shall have the meanings shown below.

API: means Teragence’s application programming interface and any accompanying or related documentation, source code, SDKs (software development kits), executable applications and other materials made available by Teragence.

Application: means any paid or unpaid web or other software service(s), application(s), or Theme(s) developed by You that utilise or interact with the API or otherwise interact with the Services and are authorised to be Published pursuant to this Agreement.

Data: means any data supplied or delivered (including any third party data) by Teragence to a User via the API or derived from or created using the API,

Fee: means the sum of money agreed to be paid by the Subscriber in consideration for access to and use of the API and Data.

Intellectual Property Rights: means any and all copyright, proprietary rights, rights in inventions, patents, know-how, trade secrets, trademarks 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.

Internal Use: means using the API in connection with Your subscription to a Service used by You for internal business purposes (per the agreement for that Service).

Marks: means  [Teragence®] and Teragence’s other product and service names, trademarks, service marks, branding and logos made available for use in connection with the APIs under this Agreement.

Offering has the meaning given to it in clause 3.2.

Privacy Policy: means Teragence’s privacy policy – available at https://www.teragence.com/privacy-policy/ – as updated by Teragence from time to time;

SaaS Portal: means Teragence’s Signal Checker website, which allows Subscribers to log in, select locations, operators and technologies and render a graphical representation of the Data from the API.

Services: means any service provided to You by Teragence under this or any other agreement.

Subscriber: means a person or Entity who has been permitted access to the Data via the API by Teragence

Term: means the period during which the Subscriber may use the API and access the Data, as agreed in writing between Teragence and the Subscriber.

Themes: means any Application that allows Subscribers to present customised or non-default appearances and functionality of the Teragence product or service.

User means any person or organisation authorised by a Subscriber to use the API to access the  Data .

2. PURPOSE AND LICENSE

2.1 Subject to the payment of the Fee, Teragence grants the Licensee a non-exclusive, non-transferable, non-sublicensable, license to access and use the API and Data during the Term (“the Licence”).

2.2 Upon payment of the Fee, Teragence shall deliver to You credentials (“a Token” for the API and login for the SaaS Portal) to enable Your Licence.

2.3 You shall:

    (a) not share Your credentials with any third party,
    (b) keep the credentials secure, and
    (c) not access access the Data otherwise than by use of the Token and the API or the SaaS Portal.

2.4 Teragence shall have, and You hereby grant to Teragence, a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into any of Teragence’s products or services (including the Services and/or the Data) and/or otherwise use in any manner any suggestions, enhancement requests, recommendations or other feedback Teragence receives from You.

3. RESTRICTIONS AND RESPONSIBILITIES

3.1  General Restrictions. You will not:

    (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract any or all of the source code (except to the extent such restriction is expressly prohibited by applicable law);
    (b) sublicense, transfer, or distribute any of the Licence , the API, the SaaS Portal or the Data
    (c) sell, resell, sublicense, transfer, or distribute the SaaS Portal, API or the Data; or
    (d) access or use the Data or Services in a manner intended to avoid incurring the Fee or any other sum that would become due to Teragence if You accessed or use it in accordance with this Agreement or any subsequent agreement with Teragence.

3.2 Use of Teragence Data & Services:

If You permit your customers to include Teragence Data or Services in products they offer to their customer(s) or if you include Teragence Data or Services in any product you offer to your customer(s), each an “Offering”, You will ensure by contract with your customers that:

    (a) each Offering complies with the terms of this Agreement;
    (b) each Offering is within the scope, Term or permissions set out in this Agreement and any connected agreement;
    (c) each Offering identifies Teragence as the originator of the relevant Data or Service;

Further, wherever the Data is accessed

    (a) You will display all attribution that Teragence provides through the Services (including branding, logos, and copyright and trademark notices) or is otherwise specified to be so displayed in any agreement connected with this Agreement; and,
    (b) You will not modify, obscure, or delete such attribution.

Teragence may inspect your Offering(s) at any time to ensure compliance with this agreement and, if so requested, you shall submit an Offering for review by and consent from Teragence.

3.3 Restrictions Against Misusing of the Services and Data:

    a)  No Caching: You will not cache, store or retain Teragence Data for more than 120 days except as may be expressly permitted in writing by Teragence.
    b) No Re-Creating Teragence Products or Features: You will not use the Teragence Service or Data to create a product or service with features that are substantially similar to or that re-create the features of any Teragence product or service. Your product or service must contain substantial, independent value and features beyond the Teragence products or services. For example, You will not:
        (i) re-distribute the Teragence Service or Data or pass them off as if they were Your data or services;
        (ii) use the Teragence Services or Data to create a substitute of the Teragence Service or Data;
    c) No Circumventing Fees. You will not circumvent the applicable Fees. For example, Customer will not create multiple billing accounts or projects to avoid incurring Fees, prevent Teragence from accurately calculating Customer’s Service usage levels, abuse any free Service quotas, or offer access to the Services under a “time-sharing” or “service bureau” model. 

3.4 Benchmarking: You may not publicly disclose directly or through a third party the results of any comparative or compatibility testing, benchmarking, or evaluation of the Services (each, a “Test”), unless the disclosure includes all information necessary for Teragence or a third party to replicate the Test.

3.5 Scope of Offerings: You acknowledge that You are solely responsible, and that Teragence has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of any Offerings. Without limiting the foregoing, You are solely responsible for 

    (a) the technical installation and operation of an Offering; 
    (b) creating and displaying information and content on, through or within Your Offering;
    (c) ensuring that Your Offering does not violate or infringe the Intellectual Property Rights of any third party;
    (d) ensuring that any Offering is not discriminatory, offensive, profane, obscene, libellous or otherwise illegal;
    (e) ensuring that any Offering does not contain or introduce malicious software into the API,  the SaaS Portal, the Data, any Teragence Service or any Offering of Yours;
    (f) ensuring that Teragence Data or Services are not used or applied  for the purpose of spamming any third party; and (g) ensuring that Your Offering does not violate any applicable law or third party right.

3.6 Compliance of Offerings: You will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement in designing and implementing Offerings. Without limiting the foregoing, You shall not violate any explicit rate limitations on calling or otherwise utilising the Service, the API, the SaaS Portal or the Data.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS

You represent, warrant and covenant that You will comply with all applicable local, state, national and international laws and regulations, and maintain all licenses, permits and other  permissions necessary for the lawful use of the Services and the Data

5. MODIFICATIONS

You acknowledge and agree that Teragence may modify this Agreement, the Services, the SaaS Portal, the API, and the Privacy Policy, from time to time (a “Modification”). You will be notified of a Modification to this Agreement, or the Teragence API by email or on the Teragence website. You further acknowledge and agree that such Modifications may be implemented at any time. You shall, within thirty (30) days from the date of first notice of any Modification(s) (or such shorter period specified in the notice of the Modification(s)) (the “Conformance Period”) comply with such Modification(s) by implementing and using the most current version of the API and making any changes to any Offering that may be required as a result of such Modification(s). You acknowledge that a Modification may have an adverse effect on an Offering. Teragence shall have no liability of any kind to You or any customer of Yours with respect to such Modifications or any adverse effects resulting from such Modification. Your continued access to or use of the Data, Services, SaaS Portal or API following the Conformance Period shall constitute binding acceptance of the Modification(s) at issue.

6. OWNERSHIP

Subject to the limited licenses expressly provided in this Agreement, nothing in this Agreement transfers or assigns to Teragence any of Your Intellectual Property Rights or Your Marks or other technology, and nothing in this Agreement transfers or assigns to You any of Teragence’s Intellectual Property Rights.

7. SUPPORT

This Agreement does not entitle You to any support for any Services, the SaaS Portal, the API or use of the Data – such support may be available by separate agreement. You are solely responsible for providing all and any support and technical assistance to your customers in respect of any Offering.

8. CONFIDENTIALITY

You may from time to time, gain access to Confidential Information. You may use such Confidential Information only to the extent necessary to exercise Your rights under this Agreement. Subject to the express permissions set forth herein, You may not disclose Confidential Information to any third party without the prior express written consent of Teragence. Without limiting any other obligation of Licensee under this Agreement, You agree that You will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that You would use to protect Your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

9. DISCLAIMER OF WARRANTIES

ALL ASPECTS OF THE SERVICES AND THE API, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND TERAGENCE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT TERAGENCE DOES NOT WARRANT THAT THE SERVICE OR API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM TERAGENCE OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR LICENSEE’S INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE API OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.

10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, TERAGENCE’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY ARISING OUT THIS AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED POUNDS STERLING (£100.00). ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.

10.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to Licensee. IN THESE JURISDICTIONS, TERAGENCE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. The limitations set forth in this Section 11 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.

11. INDEMNIFICATION

You indemnify and hold Teragence harmless against any claim brought by a third party against Teragence arising from or related to any breach by You of an obligation, representation, warranty, covenant or other provision of this Agreement

12. TERM AND TERMINATION

This Agreement shall commence on payment by You of the Fee will remain in effect during the Term. You may terminate this Agreement at any time but the Fee shall not be refundable in any circumstance. This Agreement shall automatically terminate at the end of the Term. Teragence may terminate this Agreement before expiry of the term in the event of a fundamental breach of this Agreement by You. Termination shall put an end to Your license to use or access the SaaS Portal, the API and the Data and You shall cease using, and either return to Teragence, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in Licensee’s possession, and shall certify to Teragence that such actions have occurred. Notwithstanding the foregoing, Clauses 3 and 8 of this Agreement and every indemnity, warranty, and limitation of liability shall survive termination of this Agreement.

13. ASSIGNMENT

You may not assign this Agreement, nor sublicence Your rights nor subcontract any of Your obligations under it.

15. SEVERABILITY

If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

18. GOVERNING LAW

This Agreement shall be governed by the laws of England and Wales and the English Courts shall have exclusive jurisdiction in respect of it.