Terms & Conditions
THESE TERMS OF SERVICE ("TERMS") CONSTITUTE A CONTRACT BETWEEN YOU AND COMPANY AND GOVERN USE OF AND ACCESS TO THE SERVICE AND SITE BY YOU, AGENTS, AND END-USERS, WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION TO THE SERVICE OR A FREE VERSION OF THE SERVICE.
By accepting these Terms, or by accessing or using the Service or Site with your log-in details or authorising or permitting any Agent or End-User to access or use the Service, You agree to be bound by these Terms. If You are entering into these Terms on behalf of a company, organisation or another legal entity (an "Entity"), You are agreeing to these Terms for that Entity and representing to Company that You have the authority to bind such Entity and its Affiliates to these Terms, in which case the terms "Subscriber", "You", "Your" or related capitalised terms herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with these Terms, You must not accept these Terms and may not use the Service.
1. Definitions
When used in these Terms with the initial letters capitalised, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
Account: means all Company accounts created by or on behalf of Subscriber or its Users within the Service.
Affiliate: means any entity that directly or indirectly controls, is controlled by, or is under common control with the Entity.
Agent: means an individual authorised to use the Service through Your Account as an agent and/or administrator as identified through a unique login.
Company: means [Rating Digital Assets Ltd]. In these Terms, Company may also be referred to through the use of “We” or “Our.”
Confidential Information: means all information disclosed by You to Company or by Company to You which is in tangible form and labelled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Your Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by Company to You or Users.
End-User: means any person or entity other than Subscriber or Agents with whom Subscriber or its Agents interact using the Service.
Form: means any Company-generated service order form executed or approved by You with respect to Your subscription to the Service, which form will detail the Service Plan applicable to Your subscription to the Service.
Other Services: means third party products, applications, services, software, networks, systems, directories, websites, databases and information which You may connect to or enable in conjunction with the Service at Your own discretion.
Other Services: means third party products, applications, services, software, networks, systems, directories, websites, databases and information which You may connect to or enable in conjunction with the Service at Your own discretion.
Service: means the online tools and the platform provided by Company, including, individually and collectively, the Software and any Documentation. Any new or modified features added to or augmenting the Service or updates or enhancements to the Service (“Updates”) are also subject to these Terms and We reserve the right to deploy Updates at any time.
Service Plan: means the [Platinum, Gold or Silver] Subscription and the functionality and services associated therewith (as detailed on the Site) to which You subscribe.
Site: means [https://ratingdigitalassets.com/] [and all other websites owned or operated by Company or its subsidiaries].
Software: means software provided by Company that allows a User to use any functionality in connection with the Service.
Subscription: means a paid subscription to the Service in accordance with these Terms.
Subscription Term: means the period of Your Subscription.
User: means an individual authorised to use the Service through Your Account as a user and/or administrator as identified through a unique login, which may include employees, contractors or subcontractors, whether individual or corporate, under the terms of a contract with You.
Your Data: means all electronic data, text, messages or other materials submitted to the Service by You and/or Users in connection with Your use of the Service.
2. Access to and use of the Service
2.1 Subject to compliance by You and Users with these Terms, You have the limited right to access and use the Service for Your personal or internal business purposes. Without limiting the foregoing, Your right to access and use the Service is also subject to the restrictions and policies implemented by Company from time to time with respect to the Service as set forth in the Documentation or otherwise communicated to You in writing.
2.2 A high speed Internet connection is required for proper transmission of the Service. You are responsible for procuring and protecting and maintaining the network connections that connect Your network to the Service, including, but not limited to, “browser” software that supports protocols used by Company, including Secure Socket Layer (SSL) protocol or other protocols accepted by Company, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, or Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by Company. We assume no responsibility for the reliability or performance of any connections as described in this Clause.
2.3 You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than authorised Users in furtherance of Your personal or internal business purposes as expressly permitted by these Terms; (b) use the Service to process data on behalf of any third party other than Users; (c) modify, adapt, or hack the Service or otherwise attempt to gain unauthorised access to the Service or related systems or networks; (d) falsely imply any sponsorship or association with Company, (e) use the Service in any unlawful manner, including but not limited to violation of any person’s privacy rights; (f) use the Service to send unsolicited or unauthorised junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (j) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (k) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); or (l) try to use, or use the Service in violation of these Terms.
2.4 You are responsible for compliance with the provisions of these Terms by Users for any and all activities that occur under Your Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that use of the Service to store and transmit Your Data is compliant with all applicable laws and regulations. You also maintain all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Your purposes. Company is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any information provided by the Service, nor for Your reliance on any such information and You expressly acknowledge that no such information nor any aspect of the Service shall amount to or constitute any advice, recommendation, prediction or forecast upon which liability could be founded or based. Company is not liable for the suitability, completeness, accuracy or precision of any information generated using the Service by You, Users or End Users. You agree and acknowledge that each User will be identified by a unique username and password (“Login”) and that a User Login may only be used by one (1) individual. You will not share a User Login among multiple individuals. You and Your Users are responsible for maintaining the confidentiality of all Login information for Your Account.
2.5 n addition to Our rights as set forth in Clause 7.4, Company reserves the right, in Company’s reasonable discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance to the Service (of which Company will use commercially reasonable efforts to notify You in advance) (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures beyond Our reasonable control (including, without limitation, inability to access the Internet), or acts undertaken by third parties, including without limitation, distributed denial of service attacks; or (c) if We suspect or detect any Malicious Software connected to Your Account or use of the Service by You, Users or End Users. We will use commercially reasonable efforts to schedule Planned Downtime for weekends and other off-peak hours.
3. Confidentiality and Data Protection
3.1 You and Company will protect each other’s Confidential Information from unauthorised use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use each other’s Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees, representatives and users who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.
3.2 Company will maintain commercially reasonable administrative and technical safeguards to protect the security, confidentiality and integrity of Your Data. Our compliance with the provisions of this Clause 3.2 shall be deemed compliance with Our obligations to protect Your Data as set forth in Clause 3.1.
3.3 You agree that Company and the service providers (which may change without notice) used by Us to assist in providing the Service to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display and disclose Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests.
3.4 We collect certain information about You and Users as well as Your and their respective devices, computers and use of the Service. We use, disclose, and protect this information as described in Our Privacy Policy.
4. Intellectual Property Rights
Each of us shall maintain all rights, title and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You and Users to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service as expressly herein, all rights, title and interest in and to the Service and all hardware, software and other components of or used to provide the Service, including all related intellectual property rights, will remain with and belong exclusively to Company. Company shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You or Users. Company, and Company’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of Company (collectively, “Marks”), and You may only use such Marks to identify You as a Subscriber; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Company, its services or products.
5. Other Services
If You decide to enable, access or use Other Services, be advised that Your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including Your Data) or any interaction between You and the provider of such Other Services. You irrevocably waive any claim against Company with respect to such Other Services and any reliance on them by You. Company is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites. Any third-party links to any Other Services appearing on Our Site appear there solely to facilitate Your use of such Other Services and shall neither negate nor reduce any exclusions of nor limits on Our liability conferred on or granted to Us under this Clause 5.
6. Subscriptions and Charges
6.1 Your access to and use of the Service will be free of charge for an initial trial period [of ‘x’ months] (the “
6.2 Where you choose to upgrade your Service Plan, any additional Subscription Charges associated with such upgraded Service Plan will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Service Plan upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Service Plan upgrade.
6.3 Unless otherwise stated, Our charges do not include any taxes, levies, duties or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any jurisdiction (collectively “Taxes”). We will invoice You for such Taxes if We believe We have a legal obligation to do so and You agree to pay such Taxes if so invoiced.
6.4 We use a third-party intermediary to manage credit card processing and any use of Your billing information by this intermediary will be subject to the terms of said intermediary’s privacy policy, over which We shall have no control.
6.5 Where We, from time to time, choose to offer a loyalty programme as an incentive for the purchase of Our own branded cryptocurrency tokens (the “Scholar Tokens”) We may opt to offer You the benefit of a free or discounted Subscription with respect to certain specified Service Plans. For the avoidance of doubt, any purchase of the Scholar Tokens by You will be regarded by You and Us as an investment by You (which carries risks in an unregulated market for which We shall have no liability to You) and any free or discounted Subscription provided from Us to You shall not be deemed to constitute consideration (in any form) for Your purchase of Scholar Tokens. Nonetheless, in order to continue to enjoy the benefit of a free or discounted Subscription as aforesaid, Your holding of Scholar Tokens must not fall below the minimum number prescribed by Company from time to time and notified to You. For the latest details (which are subject to change) and terms of any loyalty programme offered by Us please refer to the Site. Any purchase of Scholar Tokens by You may not be effected on the Site; however (and subject always to the provisions of Clause 5), the Site will direct You to third-party links appearing on the Site through which Scholar Tokens may be purchased.
7. Termination
7.1 Either You or Company may elect to terminate Your Account and Subscription as of the end of Your then current Subscription Term by providing notice, in accordance with these Terms, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless Your Account and Subscription is so terminated, Your Subscription will renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in any Form, if You received a special discount or other promotional offer, You acknowledge that upon renewal of Your Subscription Term, Company may renew such subscription, at the full applicable Subscription Charge at the time of renewal.
7.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to You on, prior to, or after the termination date if You elect to terminate Your Subscription or cancel Your Account prior to the end of Your then effective Subscription Term. Following the termination or cancellation of Your Subscription and/or Account, We reserve the right to delete all Your Data in the normal course of our operations. Your Data cannot be recovered once Your Account is cancelled.
7.3 If You terminate Your Subscription or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation pursuant to Clause 2.5 (c) or 7.4, in addition to any other amounts You may owe Company, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your Subscription or cancel Your Account as a result of a material breach of these Terms by Company, provided that You gave Company a notice in writing that you consider this act or omission a material breach of these Terms and afford Company not less than twenty (20) business days to reasonably remediate such breach.
7.4 Company reserves the right to modify, suspend or terminate the Service (or any part thereof), Your Account or Your and/or Users’ rights to access and use the Service, and remove, disable and discard any of Your Data if We believe that You or Users have violated these Terms. Unless legally prohibited from doing so, Company will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions. Company shall not be liable to You and Users, or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the Service. Any suspected fraudulent, abusive, or illegal activity by You or Users may be referred to law enforcement authorities at Our sole discretion.
8. Warranty Disclaimer
THE SITE AND THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND COMPANY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT COMPANY DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND (WITHOUT PREJUDICE TO ANY OF THE PROVISIONS OF CLAUSE 2.4), NO INFORMATION OR ADVICE OBTAINED (OR PURPORTEDLY OBTAINED) BY YOU FROM COMPANY OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
9. Limitation of Liability
9.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THESE TERMS, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, USERS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION OR ANY OTHER LOSS INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THESE TERMS OR THE SERVICE, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, COMPANY’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THESE TERMS OR OTHERWISE IN CONNECTION WITH ANY SUBSCRIPTION TO, OR USE OR DEPLOYMENT OF THE SERVICE, SHALL IN NO EVENT EXCEED THE LESSER OF (A) £50.00 STERLING; OR (B) THE SUBSCRIPTION CHARGES PAID BY YOU DURING THE TWELVE (12) MONTHS PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT THE ESSENTIAL PURPOSE OF THIS CLAUSE 9.2 IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES AND LIMIT POTENTIAL LIABILITY GIVEN THE SUBSCRIPTION CHARGES, WHICH WOULD HAVE BEEN SUBSTANTIALLY HIGHER IF COMPANY WERE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN. COMPANY HAS RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO PROVIDE YOU THE RIGHTS TO ACCESS AND USE THE SERVICE PROVIDED FOR IN THESE TERMS.
9.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, COMPANY'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
9.4 COMPANY’S LIABILITY FOR DEATH OR FOR PERSONAL INJURY CAUSED BY ITS OWN NEGLIGENCE, OR FOR FRAUD OR FRAUDULENT MISREPRESENTATION, SHALL NOT BE EXCLUDED NOR LIMITED BY ANY OF THE FOREGOING PROVISIONS OF THIS CLAUSE 9.
10. Indemnity
You will indemnify and hold Company harmless against any claim brought by a third party against Company arising from or related to use of the Service by You or Users in breach of these Terms or for matters for which You have expressly agreed to be responsible pursuant to these Terms; provided that Company promptly notifies You of the threat or notice of such a claim.
11. Entire agreement and Assignment
11.1 These Terms, together with any Form(s), constitute the entire agreement, and supersede any and all prior agreements between You and Company with regard to the subject matter hereof. Company maintains the right to change these Terms with five (5) days prior notice of such changes. In case You do not agree with such changes, you must inform Us in writing within five (5) days after having received such written notice. In such a case, both parties commit themselves to reach an agreement within the following five (5) business days. If an agreement cannot be reached, then both parties have the right to opt out without any penalties. Company’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of these Terms.
11.2 You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without Company’s prior consent, which consent will not be unreasonably withheld. We may, without Your consent, assign Our agreement with You to any Affiliate or in connection with any merger or change of control of Company or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfil its obligations pursuant to these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties to these Terms and their respective successors and assigns.
12. Severability
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in full force and effect.
13. No Partnership
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
14. Survival
Clauses 1, 3, 4 and 8-14 shall survive any termination of our agreement with respect to use of the Service by You or Users. Termination of such agreement shall not limit Your or Company’s liability for obligations accrued as of or prior to such termination nor for any breach of these Terms.
15. Law and Jurisdiction
These Terms and any dispute, claim or obligation (whether contractual or non- contractual) arising out of or in connection with them, their subject matter or formation shall be governed by English law. The parties irrevocably agree that the English courts shall have exclusive jurisdiction to settle any dispute or claim (whether contractual or non- contractual) arising out of or in connection with these Terms, their subject matter or formation.