These terms and conditions shall govern your use of Modlify ("our services") provided by Clinchd Limited ("the Company") through our app or website from time to time.

Your use of our services is subject to these terms and conditions and our Privacy Policy. If you disagree with any of these terms and conditions or any part of the Privacy Policy, you must not use our services.

If you register to use our services, we will ask you to expressly agree to these terms and conditions.

You must be at least 18 years of age to use our services; by using our services or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

If you use our services other than for your own personal non-commercial use then by so doing you bind both:

1. yourself; and
2. the business or organsisation in connection with which you are using our services (to the extent that business or organisation is a separate legal entity) (“organisation”) to these terms and conditions, and in these circumstances references to "you" in these terms and conditions are to both the individual user and the organisation, unless the context requires or it is expressly stated otherwise. Further, you warrant that you have the authority to bind such organisation and such organisation is duly incorporated and in good standing.

If you sign up for our services using an organisational email account, you will be deemed to represent that organisation and your acceptance of these terms and conditions will bind that organisation to these terms and conditions.

Where you are using our services in connection with more than one organisation, then these terms and conditions will bind each of them and “you” will apply to each of them.

We shall provide to our services to you and you may use our services on and subject to these terms and conditions.

You have a worldwide, non-exclusive licence to use our services for your own business or personal purposes until your account is closed under Section 17.

We shall use all reasonable endeavours to maintain the availability of our services to you at the gateway between the public internet and the network of the hosting services provider for our services but we do not guarantee 100% availability.

We reserve the right to update, modify, suspend or restrict access to our services either in whole or in part.

Your use of our services must be in compliance with the information set out on our website from time to time and is subject to the following limitations (except where we are required by law to permit additional uses); you must not (or assist any third party to):

1. sub-license, distribute or resell your rights to access and use our services;
2. permit any unauthorised person or application to access or use our services;
3. use our services to provide services to third parties;
4. incorporate our services into a product or service you provide to a third party;
5. reverse engineer, disassemble, decompile, translate or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to any of our services;
6. remove or obscure any proprietary or other notices contained in any of our services;
7. use our services for competitive analysis or to build competitive products;
8. make any alteration to our services, except as permitted by the information set out on our website from time to time;
9. use our services in any way or take any action that causes, or may cause, damage to our services or impairment of the performance, availability, accessibility, integrity or security of our services;
10. use our services in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
11. hack or otherwise tamper with our services;
12. probe, scan or test the vulnerability of our services without our permission;
13. circumvent any authentication or security systems or processes on or relating to our services;
14. use our services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
15. use our services except by means of our public interfaces; or
16. do anything that interferes with the normal use of our services.

You, for the purposes of this Section 5 and Section 6, means the actual individual registering for our services.

You may register for an account for our services by completing and submitting the account registration form on our app or website, and clicking on the verification link in the email that we will send to you.

You must not allow any other person to use your account to access our services.

You must notify us in writing immediately if you become aware of any unauthorised use of your account.

You must not use any other person's account to access our services, unless you have that person's express permission to do so.

If you register for an account for our services, you will be asked to choose a user name and password.

You must keep your password confidential.

You must notify us in writing immediately if you become aware of any disclosure of your password.

You are responsible for any activity on our services arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

We may:

1. suspend your account;
2. cancel your account; and/or
3. edit your account details, at any time in our sole discretion without notice or explanation.

You may cancel your account on our services using your account control panel on our website.

We may from time to time suspend our services for the purposes of scheduled maintenance

We shall where practicable give to you at least 5 business days' prior written notice of scheduled maintenance that will, or is likely to, affect the availability of our services or have a material negative impact upon our services.

We may make available to you an email-based helpdesk for support queries which will be provided on an “as is”/”as available” basis.

In these terms and conditions, "your data" means all information, works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our services for storage or publication on, processing by, or transmission via, our services.

You remain responsible for the accuracy of any of your data and for any use made by you or any third party as a result of the use of your data. All right, title and interest in your data remains with you. However, yYou grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to copy, reproduce, store, and export your data to the extent reasonably required for the performance of our obligations and the exercise of the our rights under these terms and conditions. You also grant us the right to sub-license these rights to our hosting, connectivity and telecommunications service providers, subject to any express restrictions elsewhere in these terms and conditions.

Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, any or all of your data.

You warrant to us that your data will not infringe the intellectual property rights or other legal rights of any person, and will not breach the provisions of any law, statute or regulation, in any jurisdiction and under any applicable law.

Except as otherwise set forth in these terms and conditions, each party agrees that all code, inventions, know-how and business, technical and financial information disclosed to such party (“Receiving Party”) by the disclosing party ("Disclosing Party") constitute the confidential property of the Disclosing Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be confidential or proprietary due to the nature of the information disclosed and the circumstances surrounding the disclosure. Your data will be considered your Confidential Information and any of our technology and any performance information relating to our services will be deemed our Confidential Information, in each case without any marking or further designation.

Except as expressly authorized herein, the Receiving Party will (1) hold in confidence and not disclose any Confidential Information to third parties and (2) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under these terms and conditions.

The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that they are bound to confidentiality obligations no less protective of the Disclosing Party than this Section 11 and that the Receiving Party remains responsible for compliance by them with the terms of this Section 11.

The Receiving Party's confidentiality obligations will not apply to information which the Receiving Party can document:

1. was rightfully in its possession or known to it prior to receipt of the Confidential Information;
2. is or has become public knowledge through no fault of the Receiving Party;
3. is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or
4. is independently developed by employees of the Receiving Party who had no access to such information.

The Receiving Party may also disclose Confidential Information if so required pursuant to a regulation, law or court order (but only to the minimum extent required to comply with such regulation or order and with advance notice to the Disclosing Party).

The Receiving Party acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by the Receiving Party the Disclosing Party will be entitled to appropriate equitable relief in addition to whatever other remedies it might have at law.

Our obligations in relation to the processing of your personal data and that of any other person whose details you upload onto our service are either set out in our Privacy Policy or where we are processing your personal data on your behalf (ie as your processor), in the Data Processing Addendum. The Privacy Policy sets out where we are acting as a controller of such personal data and the Data Processing Addendum sets out where we are acting as your processor and you will be responsible for complying with all the obligations on controllers under the applicable data protection laws. The Data Processing Addendum is incorporated by reference into these terms and conditions and is binding on you and us.

You agree that we may de-identify personal data and other data related to our services to render it anonymous data, which may then be used for the purposes of operating and improving services and operations, developing new services and offerings, and other research, analytics and related purposes. We may maintain anonymous data as part of our own records and information, and such data shall no longer be subject to these terms or the Data Processing Addendum. “Anonymous data” means data that has been de- identified and/or aggregated with other data to such an extent that you or any other person are not identified, identifiable, or otherwise ascertainable by reference to or combination with other datasets.

Subject to the express provisions of these terms and conditions:

1. we, together with our licensors, own and control all the copyright and other intellectual property rights in our services; and
2. all the copyright and other intellectual property rights in our services are reserved.

From time to time, you may provide feedback about our services. We may use that feedback in any way we choose without any obligation, royalty or restriction based on intellectual property rights or otherwise.

For the avoidance of doubt, you have no right to access the software code (including object code, intermediate code and source code) of our services, either during or after our contract term.

“Clinchd”, our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.

We do not warrant or represent:

1. the completeness or accuracy of the information published on our services;
2. that the material on our services is up to date;
3. that our services will operate without fault;
4. our services will be fit for your purposes; or
5. that our services or any service on our services will remain available.

We reserve the right to discontinue or alter any or all of our services, at any time in our sole discretion without notice or explanation; and you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any services.

You acknowledge that complex software is never:

1. wholly free from defects, errors and bugs; and subject to the other provisions of these terms and conditions, we give no warranty or representation that our services will be wholly free from defects, errors and bugs; and
2. entirely free from security vulnerabilities; and subject to the other provisions of these terms and conditions, we gives no warranty or representation that our services will be entirely secure.

You acknowledge that you are entirely responsibility for how you use our services and we will have no liability for how you configure or use our services.

You acknowledge that our services are provided under these terms and conditions on an “as is”/“as available “ basis. For the avoidance of doubt, and without prejudice to Section 15.3, downtime caused directly or indirectly by any of the following shall not be considered a breach of these terms and conditions:

1. an event outside of our reasonable control;
2. a fault or failure of the internet or any public telecommunications network;
3. a fault or failure of your computer systems or networks;
4. any breach by you of these terms and conditions; or
5. scheduled maintenance carried out in accordance with these terms and conditions.

To the maximum extent permitted by applicable law and subject to Section 15, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our services and the use of our services.

Nothing in these terms and conditions will:

1. limit or exclude any liability for death or personal injury resulting from negligence;
2. limit or exclude any liability for fraud or fraudulent misrepresentation;
3. limit any liabilities in any way that is not permitted under applicable law; or
4. exclude any liabilities that may not be excluded under applicable law.

The limitations and exclusions of liability set out in this Section 15 and elsewhere in these terms and conditions:

1. are subject to Section 15.1; and
2. govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

To the extent that our services and the information and services on our services are provided free of charge, we will not be liable for any loss or damage of any nature.

We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

We will not be liable to you in respect of any:

1. business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill;
2. loss or corruption of any data, database or software; or
3. any special, indirect or consequential loss or damage.

You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with our services or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed £100.

You will indemnify us, and keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our services or any breach by you of any provision of these terms and conditions.

Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

1. send you one or more formal warnings;
2. temporarily suspend your access to our services;
3. permanently prohibit you from accessing our services;
4. block computers using your IP address from accessing our services;
5. contact any or all of your internet service providers and request that they block your access to our services;
6. commence legal action against you, whether for breach of contract or otherwise; and/or
7. suspend or delete your account on our services.

Where we suspend or prohibit or block your access to our services or a part of our services, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

Where our records show that you have not accessed any of our services for more than 12 months, unless we receive a response from you within 30 days following a written reminder by email to the address we have on our system, then we may then proceed to delete your account, your access to the services will cease and these terms and conditions will expire.

Following termination or expiry of these terms and conditions, we will retain your data in accordance with our data retention policy following which it will be deleted.

We may revise these terms and conditions from time to time.

We will give you written notice (which may be through your app notifications) of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our services from the date that we give you such notice; if you do not agree to the revised terms and conditions, you must stop using our services.

You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

Subject to Section 15.1, these terms and conditions, together with our privacy policy, and cookies policy and Data Processing Addendum, shall constitute the entire agreement between you and us in relation to your use of our services and shall supersede all previous agreements between you and us in relation to your use of our services.

These terms and conditions shall be governed by and construed in accordance with English law. Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our services. We recommend that you consider saving a copy of these terms and conditions for future reference.

These terms and conditions are available in the English language only.

Our VAT number is GB 298214279.

Copyright (c) 2021 Clinchd Ltd.