Piper SOFTWARE AS A SERVICE TERMS AND CONDITIONS

These terms and conditions (collectively, the “Terms”) are made and entered into on the Effective Date by execution of registration for the use of any and all Piper products and/or services (the “Services”) referencing these Terms (together with the Piper Privacy Policy and Data Processing Addendum, referred to as the “Agreement”) by and between Piper Technology Ltd (“Piper”), a company incorporated in England and Wales and having its registered offices at Piper Technology Ltd., Arquen House, Spicer Street, St. Albans, England AL3 4PQ, United Kingdom, (“Piper”) and the entity referred to as the “Customer” and/or the “User”.
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This Agreement governs the provision by Piper to the Customer of Piper Services as described at www.piperhq.co and the Piper Technology as updated by Piper from time to time in Piper’s sole discretion.
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Subject to successful registration, the restrictions set out in these Terms, Piper hereby grants to Customer a non-exclusive, non-transferable, non-assignable, non-sublicensable right during the Term to use the applicable Piper Technology in the Territory in accordance with this Agreement.
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The Services must not be used at any point in time by anyone other than Users authorised by the Customer specified in the registration process.
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Customer shall permit Piper to audit Customer’s and authorised Users’ Use of the Services in order to establish that the use of the Services by Customer is in accordance with this Agreement.
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Except as expressly permitted in the Agreement or as may be permitted by applicable law, Customer shall not and shall procure that its Authorised Users shall not:
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make alterations to, or modifications of, the whole or any part of the Services or Piper Technology or permit the Services or Piper Technology or any part of them to be combined with, or become incorporated in, any other programs;
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disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or Piper Technology or attempt to do any such thing;
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provide, commercially exploit or otherwise make available the Services or Piper Technology, in any form to any person, unless stated otherwise in this Agreement;
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access all or any part of the Services and/or Piper Technology in order to build a product or service which competes with the Services and/or Piper Technology;
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use the Services and/or Piper Technology to provide services to third parties; or
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access or use the Services or Piper Technology for any illegal activities.

Service Levels and Support Services

Piper will use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for planned or emergency maintenance and Piper will use reasonable endeavours to give Customer prior notice of such maintenance.

Customer Obligations

Customer shall:

1. comply with Piper’s reasonable instructions from time to time in relation to its implementation and use of the Services, as applicable. Customer acknowledges that failure to comply with any such instructions may affect the performance of the Services, as applicable;
2. notify Piper promptly of any issues relating to the Services, as applicable, and promptly provide all necessary information and co-operation reasonably required by Piperto enable it to diagnose and remedy such issues;
3. procure that its Authorised Users shall: (i) use the Services in accordance with the Agreement; (ii) comply with all applicable laws and regulations with respect to its activities under the Agreement; (iii) only use the Services for lawful purposes; (iv) conduct Customer’s business with the highest of ethical standards and fairness;
4. be solely responsible for the accuracy, completeness, design, appropriateness, creation, maintenance, and updating thereof of all Customer Data in the use of the Services. Pipershall not be liable for any errors or inaccuracies in any information provided by Customer; or any Customer Data;
5. be responsible for obtaining (and maintaining) all required licences and consents required for Piperto use and process Customer Data in the provision of the Services, including without limitation, all necessary consents, licences, approvals and legal checks required.

Customer shall not and shall procure that its Authorised Users shall not during the course of its use of the Services, provide, upload, input, access, store, distribute or transmit any Viruses, nor any material, including without limitation Customer Data and/or Content, that:

1. is Inappropriate Content;
2. is unlawful (including breach of Intellectual Property Rights of any other party), harmful, threatening, defamatory;
3. facilitates illegal activity; or is otherwise illegal or causes damage or injury to any person or property; and Piper reserves the right, without liability or prejudice to its other rights to Customer, to (i) disable Customer's access to any such material that breach the provisions of this clause, including, but not limited to installing a blocking access program; to (ii) remove any such content where, in Pipers sole and reasonable discretion, Piper suspects such content to be Inappropriate Content; and/or (iii) to terminate the Agreement for material breach

Customer warrants and represents to Piper that it has obtained and maintained all required licences, authorisations and consents.
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Customer agrees to defend, indemnify and hold harmless Piper and its Associated Companies from and against any and all claims, losses, damages, expenses and costs, including without limitation reasonable court costs and legal fees, arising out of or in connection with: (i) Customer’s use of the Services in violation of the Agreement; and/or (ii) Customer Data.
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Where Customer is an Agency, such Agency enters into the Agreement for and on behalf of its client as set out in the registration process (“Agency Client”), Agency shall ensure that the Agency Client is made aware of and complies with the terms of the Agreement in respect of its use of the Services, and Agency shall be responsible and liable for any breach of the terms of the Agreement by such Agency Clients.

Customer Data

Customer grants Piper and its Associated Companies a non-exclusive, royalty-free, worldwide, transferable licence:

1. to use, copy, distribute, reproduce, host, transmit, display and create derivative works of the Customer Data (i) in connection with the provision of the Services; and (ii) for the purposes of improving and/or developing the Services; and
2. where necessary, to transfer Customer Data to any third parties used by Piper, only as required for the provision of the Services;
3. provided that Piper’s use of the Customer Data beyond termination of any registration shall not include any personal data of Customer or Prospects. Customer further acknowledges and agrees that Piper may use anonymised Customer Data at any time for the purposes of providing its services to its customers (including improving and/or developing such services) and/or providing to third parties for benchmarking and other reports (e.g. performance statistics and vertical level insights).

Customer acknowledges that it has responsibility for all Customer Data and that except as stated otherwise hereunder, Piper will not be held responsible in any way for any Intellectual Property Right infringement or violation, the violation of any other person’s rights or the violation of any laws, arising or relating to such Customer Data.
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Piper shall not be responsible for any loss, destruction, alteration or disclosure of Customer Data caused by any third party unless solely caused by Piper’s negligence or wilful misconduct.

Warranty

Piper warrants that the Services will be provided with reasonable skill and care during the Term.
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The warranty shall not apply to the extent of any non-conformance which is (i) caused by Customer’s implementation or use of the Services contrary to Piper’s instructions or otherwise in breach of the Agreement; or (ii) modification or alteration of the Services by any party other than Piper  or Piper’s duly authorised contractors or agents.

Notwithstanding the foregoing, Piper :

1. does not warrant that Customer's use of the Services will be uninterrupted or error-free, or that the Services and/or the information obtained by Customer through the Services will meet Customer's requirements;
2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from Customer’s access to and use of the Services and/or third-party applications or the transfer of data over communications networks and facilities, including the Internet, and Customer acknowledges that the Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities;
3. is not responsible for any Virus which was not detected by Piper using reasonable current commercial methods of detection or transmitted through any third-party services;
4. nor its suppliers or third-party service providers or software vendors, shall have any liability whatsoever for the accuracy, completeness, or timeliness of Customer Data, or for any decision made or action taken by Customer, any Authorised User, or any third party in reliance upon any Customer Data.

Data Protection

Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with the Applicable Data Protection Laws. The type of personal data processed by Piper under this Agreement and the duration and purpose of such processing is set forth in the Data Processing Addendum. In respect of its access to and/or processing of any such personal data of Customer in the provision of the Services, Piper shall:

1. preserve the integrity of such personal data of Customer and prevent the loss or corruption of such personal data;
2. only process such personal data in accordance with the Agreement and any other written instructions and directions of Customer and not for its own purpose;
3. upon termination of the Agreement at the direction of Customer either return to Customer or securely destroy such data and delete any copies, except where Piper is required by applicable law to retain copies;
4. maintain complete and accurate records to demonstrate its compliance with the above clause; and
5. not transmit any personal data of Customer or otherwise process it outside the European Economic Area unless it has complied with its applicable obligations under Applicable Data Protection Laws in ensuring adequate safeguards in relation to such transfer;

Customer consents to Piper  using subprocessors in relation to the processing of Customer’s personal data under the Agreement, provided that Piper  has entered or (as the case may be) will enter with such third party sub-processors into a written agreement incorporating terms which are the same as or substantially similar to those set out in this clause.
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For the purposes of this clause, the terms "data controller", "personal data", "process" and "processing" shall have the meaning set out in the Applicable Data Protection Laws and “subprocessor” means any third party appointed by or on behalf of Piper  to process Customer’s personal data in connection with this Agreement.

Piper  Intellectual Property Rights

Customer acknowledges and agrees that Piper  and its licensors and suppliers own all Intellectual Property Rights in the Piper  Technology, Services, and Piper  Data, but excluding Customer Data. Except as expressly stated herein, the Agreement does not grant Customer any Intellectual Property Rights or any other rights or licences in respect of the Piper  Technology, Services or Piper  Data.

Term and Termination

The Agreement shall, unless otherwise terminated as provided in this clause, commence on the Effective Date and shall continue for the Initial Term. The Initial Term shall constitute the “Term”.
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Without prejudice to any other rights or remedies to which the parties may be entitled, either party may terminate the Agreement without liability to the other at any time with immediate effect upon written notice if the other party:

1. is in material breach of any of its obligations under the Agreement and/or an Order Form and, in the case of a breach which is capable of remedy, fails to remedy such breach within thirty (30) days following notice of the breach from the non-defaulting party; or
2. voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.

On termination or expiration of the Agreement for any reason:

1. Customer’s rights of use granted under the Agreement shall immediately terminate and Customer shall immediately cease the use of the Services subscribed to under the Agreement;
2. 3. Customer shall promptly pay all monies due or to become due under the Agreement through the effective date of termination and for the remainder of the then current Initial Term or Renewal Term as applicable; and

Confidentiality

Each party may be given access to Confidential Information from the other party in order to perform its obligations under the Agreement. A party's Confidential Information shall not be deemed to include information that:

1. is or becomes publicly known other than through any act or omission of the receiving party;
2. was in the other party's lawful possession before the disclosure;
3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

Each party shall (i) hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than the implementation of the Agreement; and (ii) take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of the terms of the Agreement. Neither party shall be responsible for any loss, destruction, alteration or disclosure of Confidential Information caused by any third party.
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Customer acknowledges that details of the Services and Piper  Data constitute Piper’s Confidential Information.
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The obligations of confidentiality under this clause shall survive any expiration or termination of the Agreement for a period of two (2) years from the date of termination, except for any information which is deemed a trade secret of a party in respect of which the obligations of confidentiality shall continue for as long as such information remains a trade secret.

Limitation of Liability

The exclusions in this clause shall apply to the fullest extent permissible at law but neither party excludes liability for (i) death or personal injury caused by its negligence or that of its officers, employees, contractors or agents; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be excluded by law.

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To the maximum extent permitted by applicable law, in no event will either party be liable to the other for special, consequential, incidental or other indirect damages, or for loss of profits, anticipated savings, business opportunity, goodwill, or loss of revenue, loss of use or loss of data (including corruption of data), or costs of procurement of substitute goods or services arising from the Agreement, howsoever caused and under any theory of liability (including contract, tort, negligence or otherwise) even if the other party has been advised of the possibility of such damages. The parties acknowledge that the amounts payable hereunder are based in part on these limitations and further agree that these limitations shall apply notwithstanding any failure of essential purpose of any limited remedy. Piper  accepts no liability for failure to maintain any level of availability of the Services other than where it is in breach of its obligations under the Agreement.
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In addition to the other exclusions set out in this clause, Piper has no liability:

1. for any third party products or services accessed and/or used by Customer through the Services;
2. where any failure to provide the Services is caused by a network, hardware or software fault in equipment which is not under the control of Piper ;
3. for any act or omission of Customer;
4. for use of the Services in breach of the Agreement;
5. for any unauthorised access to the Services including a malicious security breach;
6. for loss or damage caused by Customer’s delay or failure to timely provide any required information or co-operation or to fulfil its obligations under the Agreement; or
7. for death, injury or physical harm caused by products or services supplied by third parties via the Piper platform.

Customer assumes sole responsibility for results obtained from the use of the Services by Customer, and for conclusions drawn from such use. Piper shall have no liability for any damage caused by errors or omissions in any information, data or instructions provided to Piper  by Customer in connection with the Services or any actions taken by Piper  at Customer's direction.
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Piper  shall have no liability to Customer under the Agreement if it is prevented from or delayed in performing its obligations under the Agreement due to a Force Majeure Event. Piper  shall provide Customer with notice of a Force Majeure Event and its expected duration.

General

1. Marketing. Customer agrees that Piper may publish Customer’s name and logo in its customer lists, and promotional, marketing and investment materials, in any media. Piper may issue a press release to announce the supply of services to Customer at any time during the Term.
2. Entire Agreement. The Agreement sets out the entire agreement and understanding between the parties and supersedes any previous agreement between the parties relating to its subject matter. Unless otherwise expressly agreed in writing the Agreement applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing. Any general terms of business or other terms and conditions of any order or other document issued by the Customer in connection with the Agreement shall not be binding on Piper In entering into the Agreement each party acknowledges and agrees that it has not relied on any representations made by the other. Any such representations are excluded. Nothing in this clause shall limit liability for any representations made fraudulently.
3. Warranty of Authority. Each party represents and warrants to the other that it is duly organised, validly existing and in good standing under the laws of the jurisdiction of its organisation, and has the requisite power and authority to execute, deliver and perform its obligations under the Agreement. Each party represents and warrants to the other that the Agreement has been duly authorised, executed and delivered by such party and constitutes a valid and binding obligations of such party enforceable against such party according to its terms.
4. Governing Law and Jurisdiction. The Agreement and any disputes or claims arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims) shall be governed by the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts.
5. Third Party Rights. A person who is not a party to the Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 (the "Act") to enforce, or to enjoy the benefit of, any term of the Agreement, but this does not affect any right or remedy of a third party which exists or is available apart from the Act or that is expressly provided for under the Agreement.
6. Subcontracting and Assignment. Piper may at any time use subcontractors to fulfil its obligations under the Agreement; provided that it shall at all times remain liable for the performance of its obligations under this Agreement and for any breach of the Agreement by such subcontractors. Piper may, at any time by notice in writing to the Customer, assign or otherwise transfer its rights and obligations under the Agreement to any of its successors or assigns. Piper shall have the right to sub-contract any of its obligations hereunder to a third party, provided that Piper shall continue to remain responsible for the performance of the Services hereunder.
7. Notices. All notices to be given under the Agreement shall be given in English in writing to the Legal Department at the address stated at the beginning of the Agreement, or to such other address as shall be given by either Party to the other in writing. Any notice involving non-performance, termination, or renewal shall be hand-delivered or sent by recognised overnight courier or by certified mail, return receipt requested. Notices given by Piper regarding price changes, discount category changes, product discontinuance, product changes, and logistics centre changes may in addition be sent by e-mail to the person(s) specified by Customer from time to time. All other notices not referred to elsewhere in this clause may be sent by (i) recognised overnight courier or (ii) by e-mail and confirmed by first class mail. All notices shall be deemed to have been given and received on the earlier of actual receipt or three (3) days from the date of postmark.
8. Variations. Save as otherwise expressly stated in the Agreement, the Agreement may only be modified or varied in writing executed by duly authorised representatives of both parties.
9. Severability. Should parts of the Agreement be or become invalid, this shall not affect the validity of the remaining provisions of the Agreement, which shall remain unaffected. The invalid provision shall be replaced by the parties with such term which comes as close as possible, in a legally permitted manner, to the commercial terms intended by the 10. invalid provision.
10. Waiver. The waiver of one breach or default or any delay in exercising any rights shall not constitute a waiver of any subsequent breach or default. The Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. The headings are for convenience and shall not be used to construe the Agreement.

Survival. Those provisions of the Agreement which by their nature are intended to survive any termination of the Agreement shall survive such termination or expiration of the Agreement.

Definitions

The following definitions apply to the Agreement and its Schedules. Any capitalised terms not otherwise defined in the Agreement or its Schedules have the meanings set out below:
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Agency: any third party individual or organisation acting on behalf of an end Customer;
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Applicable Laws: all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Services, including those related to advertising, the Applicable Data Protection Laws, international communications and the transmission of technical or personal data, and all compulsory industry self-regulations;
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Applicable Data Protection Laws: the Data Protection Act 2018 and as amended and the General Data Protection Regulation (EU) 2016/679 or any other applicable similar laws relating to the protection of personal data in other jurisdictions;
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Authorised Users: those employees, agents and independent contractors of Customer who are authorised by Customer to access and use the Services;

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Confidential Information: information of a party concerning its business and/or affairs, including without limitation to information relating to a party's operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents (including for Piper its Software, and Services), data and information which, when provided by a party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 days; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure;
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Customer Data: the (i) data and information and Content provided by Customer to Piper and/or imported, inputted, uploaded and/or shared by Customer, Authorised Users or Piper on Customer’s behalf, for the purpose of using the Services or facilitating Customer’s use of the Services; or (ii) data collected and processed by or for Customer through Customer’s use of the Services, but excluding Piper Data;
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Data Collection Policy: Piper’s current data collection policy detailing the types of personal data (as defined under Applicable Data Protection Laws) Piper collects and processes under this Agreement, how such data is processed by Piper, the purposes of such processing and how long it is processed by Piper;

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Force Majeure Event: acts, events, omissions or accidents beyond a party’s reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, fire, flood or storm;
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Inappropriate Content: content which is (i) unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive; (ii) facilitates illegal activity; (iii) depicts sexually explicit images; (iv) promotes unlawful violence; (v) is discriminatory on the grounds of race, gender, colour, religious belief, sexual orientation, disability or any other illegal activity; or (vi) causes damage or injury to any person or property;
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Initial Term: the initial term of Customer’s access to and use of the Services as set forth in the registration process;
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Intellectual Property Rights: intellectual property rights including without limitation rights in patents, trademarks, service marks, trade names, other trade-identifying symbols and inventions, copyrights, design rights, database rights, rights in know-how, trade secrets and any other intellectual property rights arising anywhere in the world, whether registered or unregistered, and including applications for the grant of any such rights;

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Piper  Data: any information or data provided by Piper  to Customer as part of the Services and any feedback or suggestions on the Services provided by Customer to Piper ;
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Piper Technology: includes (i) the Piper platform managed by and/or used by Piper to provide the Services, including, without limitation, the application and database software for the Services, the system and server software used to provide the Services, and the computer hardware on which that application, database, system and server software is installed upon which Customer Data are hosted; and (ii) any technology or software used by Piper to provide the Services, including without limitation any other underlying technology, trade secrets, data, content or information;
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Support Services: the provision by Piper to Customer of technical advice, basic training and such other assistance and support related to the use of the Services;
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Taxes: any applicable taxes, including without limitation, withholding, sales, use, excise, value added tax and similar taxes but shall not include taxes based on Piper’s gross income;
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Term: the Initial Term and any subsequent Renewal Term;
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Third Party Fees: payments made by Piper to third party suppliers on behalf of Customer;
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Users: the permitted individual user or users of the Piper Technology within Customer’s organisation;
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Virus: anything or device (including any software, code, file or programme) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices;