LAST UPDATED: 7th April 2021
1.1 Agreement. This terms of service and licence agreement (“Agreement”) sets out the terms governing your use of this Website. By accessing the Website, you agree to the terms of this Agreement. The Agreement is a legally binding contract between you, either individually or if applicable on behalf of your corporate entity/employer (“you” or “Developer”) and Improbable Worlds Limited (incorporated in England) with company number 08070525 whose registered office is at 10 Bishops Square, London, E1 6EG, UK (“us”, “we” or “Improbable”).
1.2 Purpose. The purpose of this Agreement is for you to view and interact with the Website for your own informational purposes in accordance with Improbable’s rules, guidelines, policies and requirements (as set out in this Agreement and on the Website) (the “Purpose”).
1.3 Right to Modify Terms. We have the right to modify the terms of this Agreement (in whole or in part) from time to time without liability to you. Where we modify the terms of this Agreement, we will notify you of the update on the Website. Your continued use of the Website following such notification shall be deemed to be your acceptance of such revised Agreement terms.
In this Agreement, the defined terms will be as follows unless otherwise defined below:
“Improbable Property” means the Website and all related documentation, assets and materials with all Intellectual Property Rights in them including any improvements, updates, subsequent versions, modifications, amendments and alterations to any of the aforesaid made: (i) by or on behalf of Improbable; or (ii) made by you.
"Intellectual Property Rights" or “IPRs” means any and all copyright, trade marks, service marks, trade dress, brand names, logos, goodwill, get up, trade, business or domain names, design rights, database rights, patents, rights in inventions, know-how, trade secrets and confidential information, rights in databases, rights in computer software, moral rights, publicity rights, performance rights, synchronisation rights, mechanical rights, publishing, rental, lending and transmission rights and other intellectual property and exploitation rights of a similar or corresponding character which may now or in the future subsist in any part of the world, in all cases whether or not registered or registrable including all granted applications and all applications for registration, division, continuation, reissuance, renewals, extensions, restorations and reversions regarding any of the same.
“Website” means [https://defence.improbable.io/] (as updated and/or replaced by Improbable from time to time).
3.1 Development status. The Website is still in development. Therefore, there may be missing or incomplete features, bugs or errors which may be subject to further testing, development, patches and/or updates in Improbable’s sole discretion. Improbable does not make any promises, warranties or representations of any kind about (or accept any liability for) the Website, what it does, how it does it, or about future content. The Website is provided by Improbable as is and without warranty or representation, express, implied or statutory, including without limitation warranty as to satisfactory purpose, merchantability, fitness for any particular purpose or availability for use; nor are there any warranties created by course of dealing or course, performance or trade usage. All implied and/or statutory representations, conditions or warranties are excluded to the extent permissible by law.
3.2 Availability/Downtime. There may also be times when the Website (or any part of it) is not available for technical or maintenance related reasons, whether on a scheduled or unscheduled basis. Where possible we will try to give notice in advance of any planned downtime via the Website.
3.3 Support. We may, but are not obliged to, provide maintenance and support for the Website.
3.4 Error Reporting. If you need to report any error or defect in the Website or any of the Improbable Property, please contact us via firstname.lastname@example.org.
3.5 Linking. Where our Website contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of and do not endorse those sites or resources. You are solely responsible for any charges or obligations that you may incur in your dealings with linked sites or resources.
3.6 You may link to our Website home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. If you wish to link to or make any use of content on our site other than that set out above, please contact email@example.com.
4.1 Licence to you. Subject to your compliance with the terms of this Agreement and any other agreements between the parties, Improbable grants you a personal, revocable, non-transferable, non-sublicensable and non-exclusive licence to use the Website during the term of this Agreement solely and exclusively for the Purpose. You and your officers, employees, agents and other personnel will not at any time directly or indirectly use the Website, or do or omit to do anything regarding the Website, which breaches the Restrictions set out in clause 9 below, this Agreement or any other terms set out by Improbable in writing from time to time.
4.2 Licence to us. You grant Improbable a revocable, royalty-free, worldwide, non-exclusive and transferable licence to use any data and information provided by you to us for the Purpose or in connection with your use of the Website in order to provide, develop, optimise and improve the Website and any other products or services offered by Improbable.
Regarding your use of the Website, you are solely and exclusively responsible for: (i) all legal and regulatory compliance; and (ii) any end user(s) and/or consumer matters, and you acknowledge that Improbable has no responsibilities, obligations or liabilities whatsoever regarding the same.
The Agreement will run from the date Improbable grants you access to the Website under this Agreement and will continue until the earlier of: (i) we withdraw the Website from the public domain and thereby terminate the licence granted to you from us under this Agreement; or (ii) in our sole discretion we block your access to the Website (for breach of the Restrictions set out at clause 9 or otherwise).
Without prejudice to our other rights and remedies, upon the termination of this Agreement the licence granted by us to you under clause 4.1 will be terminated and you will no longer be allowed to use the Website or any of the other Improbable Property).
8.1 Improbable IPRs. As between the parties, Improbable is the sole and exclusive owner of the Improbable Property. Notwithstanding the restrictions set out in clause 9 (Restrictions) below, to the extent you make any modifications to, or any derivative works from, any of the Improbable Property, you hereby assign to us all right, title and interest in and to all such modifications and derivative works and you agree that you will do all such things and take all such actions as we reasonably require in order to transfer such modifications and derivative works, and the Intellectual Property Rights in them, to us.
8.2 Your IPRs. You will be the sole and exclusive owner of your IPRs.
8.3 DMCA. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at copyright.gov, Improbable will respond expeditiously to claims of copyright infringement committed using the Website if such claims are reported to Improbable’s attention. Upon receipt of a copyright infringement notice, Improbable will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content, from the Website.
8.4 Feedback. This clause applies in respect of the Improbable Property only; nothing in this clause is intended to give us any rights (including any Intellectual Property Rights) in any of your IPRs. We shall own all rights (including all Intellectual Property Rights) in all oral and written feedback that you provide to us in connection with your use of the Improbable Property. If requested by us and at our expense, you agree to execute all documents and provide us with all assistance that we may reasonably require from you in order to: (i) vest such rights in us; and/or (ii) register such rights in our name or the name of one of our affiliates; and/or (iii) assist us against any allegation of infringement by a third party. If you don’t wish to transfer ownership of your feedback to us then please do not provide your feedback to us.
In order to use the Website, you must (unless Improbable agrees otherwise in writing): (i) not copy the Website (no back-up, archival or storage copies are permitted); (ii) not upload the Website to the internet, servers or to any cloud based system other than as authorised by Improbable; (iii) not modify, merge, distribute, translate, reverse engineer, decompile, disassemble, create derivative works of, hack or interfere with the Website or any part of it; and (v) not use the Website to make or operate a competing website.
10.1 Prior agreements. This Agreement will replace any previous version of these terms but will be subject to the terms of any other written commercial agreement between the parties.
10.2 Liability. Unless otherwise agreed, Improbable will not be liable to you in connection with this Agreement for any indirect or consequential loss or damage. Nothing in this Agreement purports to limit or exclude any party’s liability for fraud, fraudulent misrepresentation or wilful misconduct or exclude or limit liability for death or personal injury caused by that party’s negligence or to the extent otherwise not permitted by law.
11.1 No partnership or agency. This Agreement does not create any exclusive relationship between the parties nor any partnership, joint venture, employment or agency between them.
11.2 No waiver. No failure or delay by a party to exercise any right under this Agreement or at law will be a waiver of that right.
11.3 Variation. Any variation of this Agreement must be in writing and signed by the parties.
11.4 Consent to assignment. No assignment, sub-contracting or transfer of this Agreement by either party is possible without the other party’s prior written consent.
11.5 Third parties. Only a party to this Agreement can enforce it (whether under the UK’s Contracts (Rights of Third Parties) Act 1999 or otherwise).
11.6 Severability. If any part of this Agreement is found to be invalid or unenforceable, that will not affect the rest of the Agreement.
11.7 Entire agreement. This Agreement constitutes the whole agreement between the parties and unless otherwise stated herein supersedes all previous agreements between them regarding its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and will have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this Agreement.
11.8 Costs. Each party is responsible for its own costs regarding this Agreement.
11.9 Further assurance. Each party will procure and will use all reasonable endeavours to procure that any necessary third party will, promptly execute and deliver such documents and perform such acts as may reasonably be required to give full effect to this Agreement.
11.10 Governing law and jurisdiction. This Agreement and any dispute or claim in connection with it will be governed by the law of England under the exclusive jurisdiction of the courts of England.
If you wish to contact us in relation to this agreement, please email firstname.lastname@example.org.