The following terms and conditions (the “Terms of Service”) apply and continue to apply from your first use of the services provided on deep.stream (the “Site”). Please read the Terms of Service and make sure you understand them. Your use of the Services constitutes your agreement to be bound by these Terms of Service. If you do not agree with the terms of these Terms of Service, then do not use the Services. These Terms of Service may be amended and updated from time to time. You should review these terms periodically, and each use of the Service is subject to the then-current form of the Terms of Service.
The Services are provided by DeepStream Technologies Limited, registered in England and Wales under company number 10203383 and with our registered office at 25 Eccleston Pl, London SW1W 9NF, United Kingdom (“DeepStream”, “we” or “us”). We make certain software applications and platforms available to customers on our Site for the purposes of providing a business network, providing a digital medium for transacting goods and services, providing counter-party information within the business network, and supporting the exchange of business documents between our customers. Some of the Services may be provided by our sub-contractors acting on our behalf.
It is agreed as follows:
The definitions and rules of interpretation in this clause apply in the Terms of Service:
- “Applicable Law”: means English Law.
- “Authorised Users”: means those employees, agents and independent contractors associated with you who are authorised by you to use the Services and the Documentation.
- “Business Day”: means any day which is not a Saturday, Sunday or public holiday in England.
- “Customer Data”: means the information inputted by you, the Authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services.
- “Documentation”: means the document made available to you by us online via the Site or such other web address notified by us to you from time to time which sets out a description of the Services and the user instructions for the Services.
- “EDI”: Electronic data interchange is the electronic transfer, from computer to computer, of commercial and administrative data using an agreed Standard to structure an EDI Message.
- “EDI Message”: An EDI Message consists of a set of segments, structured using a Standard, prepared in a computer readable format and capable of being automatically and unambiguously processed.
- “Purpose”: means to conduct business and trade with other users on the platform for the purchase and/or supply of goods and services (not as a private individual or consumer).
- “Services”: means the services described in the Terms of Service.
- “Standard”: Set of internationally recognized standards, directories and guidelines for the electronic interchange of structured data, and in particular, interchange related to trade in goods and services, between independent computerised information systems.
- “Software”: means the online software applications provided by us as part of the Services.
- “Virus”: means any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including, but not limited to worms, trojan horses, malware and other similar things or devices.
Clause headings shall not affect the interpretation of the Terms of Service.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors or permitted assigns.
A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
Words in the singular shall include the plural and vice versa.
A reference to one gender shall include a reference to the other genders.
A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.
A reference to writing or written includes e-mail but not faxes, unless otherwise specified.
References to clauses are to the clauses of the Terms of Service.
04. Use of the Services
As a condition of your (“you” or “your”) use of the Site and the Services, you agree that:
- You are at least 16 years of age;
- You are using the Services on behalf of a company or other legal entity;
- You have the authority to bind to the Terms of Service any company (being a company or other legal entity and its affiliates) you are a director, officer, of employee of, or otherwise act on behalf of, whilst using our Services;
- You are using the Services for the Purpose;
- You are not barred from using our Services under Applicable Law;
- You will not attempt to use the Services with crawlers, robots, data mining or extraction tools or any other functionality;
- Your use of the Site and the Services will at all times comply with these Terms of Service;
- You will only engage in transactions that comply with the letter and spirit of these Terms of Service;
- You have the right to provide any and all information you submit through the Site and Services, and the information and all such information is accurate, true, current and complete; and
- You will update and correct information you have submitted through the Site and Services and ensure that it is accurate at all times.
Subject to your compliance with the terms and conditions contained in the Terms of Service, we hereby grant to you a non-exclusive, non-transferable and time limited right to use the Services solely for the Purpose.
You shall not, and shall not permit Authorised Users, to access, store, distribute or transmit any Viruses, or any material during the course of your use of the Services that:
- are unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
- facilitate illegal activity;
- depict sexually explicit images;
- promote violence;
- are discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activity; or
- cause damage or injury to any person or property.
You shall not, and shall not permit the Authorised Users to:
except as may be allowed by any Applicable Law which is incapable of exclusion by agreement between the parties:
- attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software in any form or media or by any means; or
- attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
- access all or any part of the Services in order to build a product or service which competes with the Services; or
- use the Services to provide services to third parties, except where explicitly indicated on the Site; or
- license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services available to any third party except you or the Authorised Users, or
- attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause.
You shall use all reasonable efforts to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify us.
We reserve the right, without liability to you, to disable, suspend or terminate your access to the Services, the Site, your account or any material if you breach any provision of the Terms of Service.
05. Services (the following shall constitute “Services” for the purposes of these Terms of Services)
Subject to your compliance with the Terms of Service, we will provide the following services to you:
- access to the Software through the Site;
- the business network and electronic business documents, and other tools and services provided through the Site and by our application programming interface (“API”) made available via the Site;
- all software, data, text, images, sounds, video and content made available through the Site, or developed via our API (the “Content”);
- additional applications developed by us or third parties and made available through the Site (“Additional Services”); and
- any new features added to or augmenting the Service.
You acknowledge that we may charge a fee for your use of certain of the above features if those features are advertised on the Site as available for purchase (the “Paid Services”) and such fees will be charged in accordance with these Terms of Service.
We will use reasonable efforts to contact you directly via email to notify you prior to suspension or termination of your account on the Site.
06. EDI Terms
- You agree to comply with the following EDI terms set out in this clause (the “EDI Terms”). The EDI Terms apply between you and other users of DeepStream when you connect with a user (you and the relevant user are hereby referred to as the “EDI Parties” or “EDI Party” as applicable). The EDI Terms are applicable to and apply between the EDI Parties for the duration of your use of the Services. Where you send an EDI Message to a user with whom you are not connected on DeepStream, these EDI Terms shall not apply.
- EDI Parties agree to issue and receive business documents by the use of EDI through the Site and subject to the technical and functional specifications of the Site as published by DeepStream from time to time, including as varied by DeepStream giving notice to either party.
Consistency with Applicable Laws: Each EDI Party is responsible to ensure that the use of the Site to exchange EDI Messages is not inconsistent with the law of its own respective country, or the country from which access to the Site is being made, the application of which could restrict the use of DeepStream or the content of an EDI Message, and shall take all necessary measures to inform, without delay, the other party of any inconsistencies or prohibitions. DeepStream makes no representation or warranty that an EDI Party’s use of the DeepStream Site or Services complies with the requirements of their respective jurisdictions, including the requirement of their respective tax authorities, and DeepStream shall have no liability in the event use of the Site or Services violates such laws.
Obligations of the EDI Parties: EDI Parties undertake to implement and maintain security procedures and measures on devices and networks they are using to access the Site, in order to ensure the integrity of their access to the Site, their use of the Services, and the security of their DeepStream account to guard against the risks of unauthorised access, alteration, delay, destruction or loss.
- EDI Parties shall ensure that EDI Messages containing information specified to be confidential by the sender or agreed mutually to be confidential between the EDI Parties, are maintained in confidence and are not disclosed or transmitted to any unauthorised persons nor used for any purposes other than those intended by the EDI Parties.
- When authorised, further transmission of such confidential information shall be subject to the same degree of confidentiality.
Public Domain: EDI Messages shall not be regarded as containing confidential information to the extent that such information is already in the public domain, or comes to be in the public domain without a breach of these Confidentiality Obligations.
Personal Data Protection: Where EDI Messages include personal data each EDI Party agrees, to comply with applicable data protection laws. In respect of any personal data exchanged through EDI Messages, DeepStream is neither a data controller, not a data processor (as those terms are defined in the EU’s General Data Protection Regulation), and the obligations of data controller and data processor owed to data subjects in respect of their personal data remain with the EDI Parties.
Exclusion of Liability: You agree that no EDI Party or DeepStream shall be liable for any special, indirect or consequential damages caused by a failure to perform its obligations contained in and relating to the EDI Terms.
Force Majeure: EDI Parties or DeepStream shall not be liable for any loss or damage suffered by the other party caused by any delay or failure to perform in accordance with the provisions of the EDI Terms, where such delay or failure is caused by an impediment beyond that party’s reasonable control and which could not reasonably be expected to be taken into account at the time of conclusion of the EDI Terms or the consequences of which could not be avoided or overcome.
Modifications: EDI Parties may agree, in writing, to amend these EDI Terms, provided such amendment does not violate Applicable Laws or conflict with the exchange of EDI Messages through the Site or conflict with these Terms of Service.
- These EDI Terms and the Services will immediately terminate at such time as an EDI Party terminates its account with DeepStream.
- Notwithstanding termination for any reason, the rights and obligations of the EDI Parties shall survive the termination in relation to any matter arising prior to the termination and any obligations which, by their nature, shall survive the termination including, without limitation, the provisions of Clause 4 which by their nature are intended to survive beyond the period covered by these EDI Terms.
07. Data and Privacy
You shall own all rights, title and interest in and to all of the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Customer Data.
We will store all Customer Data on the Site for so long as you have an active account with DeepStream.
Upon your cancellation or termination of the Services, Customer Data will be retained in our system, and may be available through our Site for a period of 10 years following termination. If you would like us to provide you with the most recent back-up of the Customer Data, you must contact us in writing and, subject to your compliance with the Terms of Service, we shall use reasonable efforts to deliver (at your cost payable in advance of delivery) that data to you as soon as reasonably practicable.
You shall pay all reasonable expenses incurred by us in providing you with a back-up of any Customer Data.
When you set up a profile on our Site, by default the profile and the company information you provide us with, including, but not limited to, your company name, company description, company identifiers, tax identifiers, company address information, country information will be publicly available on the Site. Consequently, it will be possible for any user on the Site to view your profile and contact you or send you business document(s) via the Site.
You accept that the technical processing and transmission of the Services and the Customer Data may involve (a) transmissions over various networks; (b) changes to conform and adapt to technical requirements of connecting networks or devices and (c) transmission to our third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to operate and maintain the Services.
The Services are provided for businesses as opposed to individuals. In the course of providing the Services, we may collect ancillary personal data about Authorised Users, including their name, email address, and the location they access the Site from. We use this personal data solely for the purposes of providing access to the Site to your Authorised Users. Beyond this, if we process any personal data on your behalf when providing the Services under the Terms of Service, you agree that you shall be the data controller and we shall be a data processor and in any such case:
- you acknowledge and agree that the personal data may be transferred or stored outside the country where we and/or the Authorised Users are located in order to carry out the Services under the Terms of Service;
- in the case of users located within the European Economic Area (“EEA”), you acknowledge and agree that the personal data may be transferred or stored outside the EEA in order to carry out the Services under the Terms of Service;
- you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with the Terms of Service on your behalf;
- you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation;
- we shall process the personal data only in accordance with the terms of the Terms of Service and any lawful instructions reasonably given by you from time to time; and
- each party shall take appropriate technical and organizational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.
We reserve the right, using Third Party Providers or otherwise, to populate and edit your profile using information about you, your business, recent activity related to your business or any other information that we believe (in our sole discretion) to be of interest to other businesses about you.
The provisions of Clause 4(f), above, shall apply to any personal data exchanged between EDI parties through EDI messages.
08. Third Party Providers
09. Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT USE OF THE SITE AND THE SERVICES IS AT YOUR SOLE RISK. NONE OF DEEPSTREAM, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, THIRD-PARTY LICENSORS OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, WARRANT THAT USE OF THE SITE OR SERVICES WILL BE UNINTERRUPTED, SECURE, VIRUS-FREE OR ERROR FREE, NOR DO THEY MAKE ANY WARRANTY AS TO (i) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SITE OR THE SERVICES, OR (ii) THE ACCURACY, COMPLETENESS OR RELIABILITY OF EITHER THE CONTENT ON THE SITE OR SERVICES OR THE USER CONTENT PROVIDED THROUGH THE SERVICES. THE SITE AND SERVICES ARE MADE ACCESSIBLE OR AVAILABLE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE EXTENT ALLOWED BY APPLICABLE LAW, DEEPSTREAM HEREBY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE AND SERVICES, AND OTHER INFORMATION CONTAINED ON THE SITE OR ACCESSIBLE OR AVAILABLE THROUGH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, SUITABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS WARRANTIES IMPLIED FROM A COURSE OF PERFORMANCE OR COURSE OF DEALING. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, TO THAT EXTENT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
10. Your Obligations
- Comply with all Applicable Laws and regulations with respect to your use of the Services, including but not limited to ensuring that the information you transmit through the Services is not subject to export restrictions by applicable governments;
- Ensure that the Authorised Users use the Services and the Documentation in accordance with these Terms of Service; and
- Keep your user name and password confidential. You shall notify DeepStream immediately upon learning of any unauthorised use of your account.
The following activities are prohibited on the Site and Services and constitute express violations of these Terms of Service:
Submitting any information or content that:
- Violates Applicable Laws (including but not limited to intellectual property laws, competition laws, laws relating to rights of privacy and rights of publicity and laws related to defamation);
- Contains Viruses or malware;
- Offers unauthorised downloads of any copyrighted, confidential, competitive or private information;
- Has the effect of impersonating others;
- Contains messages by non-spokesperson employees of DeepStream purporting to speak on behalf of DeepStream or provides confidential information concerning DeepStream;
- Contains chain letters of any kind; or
- Is protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right.
Attempting to do or actually doing any of the following:
- Accessing data not intended for you, such as logging into a server or an account which you are not authorised to access;
- Scanning or monitoring the Services for data gathering purposes in an effort to track sales, usage, aggregate offering information, pricing information or similar data;
- Scanning or testing the security or configuration of the Site or to breach security or authentication measures; or
- Interfering with service to any user in any manner, including, without limitation, by means of submitting a Virus to the Site or any Service or attempting to overload, “flood,” “spam,” “mail bomb” or “crash” the Site or the Services.
Using any of the following:
- Frames, framing techniques or framing technology to enclose any content included on the Site without our express written permission;
- The Site or any of the Services to advertise or solicit, for any commercial, political or religious purpose, other than for the Purpose, or to compete, directly or indirectly, with DeepStream; or
- The Site or any of the Services to solicit users or other third-parties to become users or partners of other online or offline services directly or indirectly competitive or potentially competitive with DeepStream.
Engaging in any of the following:
- Tampering or interfering with the proper functioning of any part, page or area of the Site or any of the Services provided by DeepStream;
- Taking any action that places excessive demand on our Services or imposes, or may impose, an unreasonable or disproportionately large load on our servers or other portion of our infrastructure (as determined in our sole discretion);
- Reselling or repurposing your access to the Site;
- Accessing, monitoring or copying any content from the Site or any Service using any “robot,” “spider,” “scraper” or other automated means or any manual process for any purpose without our express written permission;
- Violating the restrictions in any robot exclusion headers on the Site or bypassing or circumventing other measures employed to prevent or limit access to the Site or any of the Services;
- Deep-linking to any portion of the Site or any Services without our express written permission;
- Hyperlinking to the Site or any Services from any other website without our initial and ongoing consent in writing;
- Acting illegally or maliciously against the business interests or reputation of DeepStream or our Services, or any other Authorised User; or
11. Payment Charges
Some Services are currently made available for free and therefore we shall not charge you for your use of the Services. We reserve the right to charge you for any part of the Services that we subsequently decide to charge for provided that we have given you reasonable notice of such charges and you continue to use the relevant feature of the Services.
You may have to pay for the Additional Services on the terms set out in this clause and as set out on our Site. Where fees are payable, please refer to our Site for details of the fees payable for the Additional Service (the “Subscription Fees”) and the term of the subscription (“Subscription Period”). Certain Additional Services may be provided by third parties and the provision of such Additional Services may be subject to further terms.
In order to purchase paid-for Additional Services (“Paid Services”) you must provide us with valid, up-to-date and complete payment card details acceptable to us and any other relevant valid, up-to-date and complete contact and billing details and, you hereby authorize us to bill such payment card:
- on or as soon as practicable after date you order the Paid Service (the “Effective Date”) for the Subscription Fees payable in respect of the initial term of the Paid Service (“Initial Subscription Term”); and
- subject to your rights to terminate the Additional Services, at the end of each Subscription Period for the Subscription Fees payable in respect of the next Subscription Period.
If we have not received payment within 30 days after the due date, and without prejudice to any of our other rights and remedies:
- we may, without liability to you, disable your password, account and access to all or part of the Services and we shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
- interest shall accrue on such due amounts at an annual rate equal to 5%, commencing on the due date and continuing until fully paid, whether before or after judgment.
All amounts and fees stated or referred to in these Terms of Service:
- shall be payable in the currency stated on the Site;
- are non-cancellable and non-refundable;
- are exclusive of all taxes, which shall be added to our invoice(s), as applicable, at the appropriate rate.
We shall be entitled to increase the Subscription Fees upon 30 days’ prior written notice to you.
12. Intellectual Property Rights
You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Site, the Services and the Documentation. Except as expressly stated herein, these Terms of Service do not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or the Documentation.
You grant to us a royalty free irrevocable worldwide right and non-exclusive licence to use, make available, reproduce, modify, publish, edit, translate, distribute, perform and display and sub licence through multiple tiers of sub licencees the materials and content supplied under these Terms of Service and any other Intellectual Property Rights necessary and/or desirable in our reasonable opinion to provide the Services through the Site and/or via any other form, media or technology for as long and as otherwise necessary to enable us to perform our obligations under these Terms of Service. Furthermore, you agree that we may use your company name and/or logo in our marketing and publicity material as examples of current users of the Site unless you choose to opt-out by changing your settings on the Site or notifying us by email at email@example.com
If you send us (or any of our employees) any unsolicited ideas, suggestions, material, images or other work in any form (“Unsolicited Materials”), you understand and agree that the following terms will apply, notwithstanding any cover letter or other terms that accompany them:
- DeepStream has no obligation to review any Unsolicited Materials, nor to keep any Unsolicited Materials confidential; and
- DeepStream will own, and may use and redistribute, Unsolicited Materials for any purpose without restriction and free of any obligation to acknowledge or compensate you.
13. Indemnification and Release
You agree to defend, indemnify and hold harmless DeepStream, its subsidiaries and affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to:
- Any Content submitted or posted by you, in connection with the Services, or any use of the Site or the Services;
- Fraud you commit or your intentional misconduct or gross negligence in connection with the Services, or any use of the Site or the Services; or
- Your violation of any Applicable Law or rights of a third-party. You are solely responsible for your interactions with other users of the Site and Services. To the extent permitted under applicable laws, you hereby release DeepStream from any and all claims or liability related to any conduct or user Content, whether online or offline, of any other third-party.
14. Limitation of Liability
IN NO EVENT SHALL DEEPSTREAM, ITS SUBSIDIARIES OR AFFILIATES OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, MERCHANTS, PARTNERS, THIRD-PARTY CONTENT PROVIDERS OR LICENSORS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO: (i) YOUR USE OF THE SITE OR SERVICES; (ii) YOUR INABILITY TO USE THE SITE OR SERVICES; (iii) MODIFICATION OR REMOVAL OF CONTENT SUBMITTED THROUGH THE SERVICES; OR (iv) THESE TERMS OF SERVICE. IN NO EVENT WILL DEEPSTREAM’S LIABILITY IN CONNECTION WITH THE SERVICES EXCEED THE VALUE OF FEES PAID, IF ANY, TO DEEPSTREAM DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OR THE CAUSE OF ACTION IS PERMANENTLY BARRED.
15. Force Majeure
DeepStream shall not be liable or in breach of its obligations under these Terms of Service to the extent performance of such obligations is delayed or prevented, directly or indirectly, by causes beyond its reasonable control, including acts of God, fire, terrorism, war (declared or undeclared), severe weather conditions, earthquakes, epidemics, material shortages, insurrection, acts or omissions of Buyer or Buyer’s suppliers or agents, any act or omission by any governmental authority, strikes, labour disputes, transportation shortages, or vendor’s failure to perform.
You are responsible for cancelling your account on our Site should you wish to terminate your use of the Services.
On termination of the Terms of Service for any reason:
- all licenses granted under the Terms of Service shall immediately terminate;
- we may destroy or otherwise dispose of any of the Customer Data in our possession in accordance with Clause 5; and
- the accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or which implicitly survives termination, shall not be affected or prejudiced.
Clauses 6 (EDI Terms), 6 (Data and Privacy), 9 (Disclaimer of Warranties), 12 (Intellectual Property Rights), 13 (Indemnification and Release), 14 (Limitation of Liability), 20 (Notices), 24 (Governing Law and Jurisdiction), and 26 (Export Compliance), shall survive any termination of these Terms of Service.
A waiver of any right under the Terms of Service is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and to the circumstances for which it is given. Unless specifically provided otherwise, rights arising under the Terms of Service are cumulative and do not exclude rights provided by law.
If any provision (or part of a provision) of the Terms of Service is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
19. Entire Agreement
The Terms of Service, and any documents referred to in it, constitute the whole agreement between the parties and supersede any previous arrangement, understanding or agreement between them relating to the subject matter they cover.
Each of the parties acknowledges and agrees that in entering into the Terms of Service it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to the Terms of Service or not) relating to the subject matter of the Terms of Service, other than as expressly set out in the Terms of Service.
Any notice required to be given under this agreement shall be in writing and shall be delivered by e-mail (to the registered account of the Authorised User), by hand or sent by pre-paid first-class post or recorded delivery post to the registered office of the other party.
A notice delivered by hand shall be deemed to have been received when delivered (or if delivery is not in business hours, at 9 am on the first business day following delivery). A correctly addressed notice sent by pre-paid first-class post or recorded delivery post shall be deemed to have been received at the time at which it would have been delivered in the normal course of post. A notice sent via the Site shall be deemed to have been received at the time of transmission.
You may not assign these Terms of Service, or any rights, benefits or obligations hereunder, by operation of law or otherwise, without the express written permission of DeepStream; provided, however, that you may assign these Terms of Service in connection with a stock sale, merger or sale of all or substantially all of your assets to a third party. Any attempted assignment that does not comply with these Terms of Service shall be null and void. DeepStream may assign these Terms of Service, in whole or in part, to any third-party, at any time, and in its sole discretion.
22. No Partnership or Agency
Nothing in the Terms of Service is intended to or shall operate to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
If there is an inconsistency between any of the provisions of the Terms of Service and the EDI Terms, the provisions of the EDI Terms shall prevail.
24. Governing Law and Jurisdiction
Taking into account the mechanism set out in clause 23, Terms of Service are governed by English law and the courts of England and Wales shall have exclusive jurisdiction over any dispute or controversy arising out of the interpretation, application, performance, or termination of these Terms of Service.
In the event of a dispute between you and DeepStream, the parties agree to negotiate in good faith a resolution of the dispute. If a resolution cannot be reached after at least thirty (30) days of negotiations, the dispute shall be resolved either through arbitration, if agreed to by the parties, or in the court having exclusive jurisdiction. In any dispute, the prevailing party shall be entitled to recover its attorneys’ fees. You and DeepStream agree that any cause of action arising out of or related to the Site or the Services must be commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred. We each agree that we shall bring any dispute against the other in our respective individual capacities and not as a plaintiff or class member in any purported class, representative proceeding or as an association. A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form
25. Additional Disclosures
We reserve the right, without liability to you, to disable, suspend or terminate your access to the Services, the Site, your account or any material on the Site or in our possession, if you breach any provision of the Terms of Service or if your access of the Service would violate any law, rule, regulation applicable to DeepStream. The provisions of these Terms of Service apply equally to and are for the benefit of DeepStream, its subsidiaries, affiliates, and DeepStream’s third-party licensors, and each shall have the right to assert and enforce such provisions directly.
26. Export Compliance
The Services and Software, of the Content shared through the Site, may be subject to export control laws and regulations. You shall be responsible for complying with such laws and regulations governing use, export, re-export, and transfer of Services and Software and will obtain all required local and extraterritorial authorizations, permits or licenses applicable to your use of the Services.
The export obligations under this Section shall survive the expiration or termination of this Agreement
27. Service Level Terms
DeepStream shall make all commercially reasonable efforts to schedule maintenance during non-peak hours and minimise any such downtime and shall give you at least five (5) days written notice of any planned maintenance outside of the standard window from the weekly Saturday 00:00 to 04:00 GMT. DeepStream agrees to target uptime of >99.99% for the general availability of the system notwithstanding planned downtime or issues related to force majeure.
Your sole and exclusive remedy, and DeepStream’s entire liability, in connection with Services availability for any month within the Service Duration shall be that for each period of downtime (being a lack of Services availability to you until the availability of the Services is restored) lasting longer than one hour, DeepStream will reduce the monthly Paid Service Fees due by you pro-rata (being aggregate time of such downtime in that month as a proportion of total time within that month). In order to receive this reduction in Paid Services Fees, you must notify DeepStream in writing (including by e-mail) within 48 hours from the time of such downtime event occurring. Downtime does not include (i) periods of planned service, release or maintenance window, (ii) periods of non-availability due to an event of force majeure or reasons beyond DeepStream’s control, (iii) any period of suspension of service by DeepStream in accordance with the terms of the Agreement and/ or Terms of Service. DeepStream’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of DeepStream to provide adequate service levels under the Agreement.