Improbable LLC Website Terms of Service and Licence Agreement

LAST UPDATED: 13 July 2020

  1. SCOPE

1.1. These Terms of Service and Licence Agreement (“Agreement”) set out the terms governing your use of this Website. By accessing the Website, you agree to the terms of this Agreement. If you do not agree to this Agreement, you must not use our Website.

1.2. The Agreement is a legally binding contract between you, either individually or if applicable on behalf of your corporate entity/employer (“you” or “Customer”) and Improbable LLC, incorporated in the State of Delaware) (“us”, “we” or “Improbable”).

1.3. 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”).

1.4. 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 by posting the terms here. Your continued use of the Website following such notification shall be deemed to be your acceptance of such revised Agreement terms.

  1. DEFINITIONS

In this Agreement, the defined terms will be as follows unless otherwise defined below:

"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 and other intellectual property and exploitation rights.

“Improbable Property” means: (i) the Website; (ii) all IPRs in the Website and all related materials, including any improvements, updates and subsequent versions; and (iii) all materials published or otherwise made available by us via the Website.

“Website” means]this website and any other website owned or operated by Improbable (as updated and/or replaced by Improbable from time to time).

  1. THE WEBSITE

3.1. The Website is still in development and is made available free of charge. Therefore, there may be missing or incomplete features, bugs or errors which may be subject to testing/further development/patches/updates in Improbable’s sole discretion. Improbable does not make any promises, warranties or representations of any kind about the Website or the materials published or otherwise made available on it – these are for general information purposes only and should not be relied upon.

3.2. Availability/Downtime. We do not guarantee that our Website, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our site for business and operational reasons. There may be times when all or part of the Website is not available for technical or maintenance related reasons, whether on a scheduled or unscheduled basis.

3.3. 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.

3.4. 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 legal@improbable.io.

  1. LICENCES

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 for the Purpose, subject to the Restrictions set out in this clause.

4.2. Licence to us. You grant Improbable a revocable, worldwide, non-exclusive and transferable licence for the term of the Agreement to use any data provided by you to us for the Purpose or for any other purpose specified at the point of collection.

4.3. RESTRICTIONS. (i) Unless otherwise agreed in writing, you must not modify distribute, translate create derivative works of, hack or interfere with the Website or any part of the Website. (ii) You must not misuse our Website by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Website, the server on which our Website is stored or any server, computer or database connected to our Website. You must not attack our Website via a denial-of-service attack or a distributed denial-of service attack. In the event of such an attack, your right to use our Website will cease immediately.

  1. REGULATION. Regarding your use of the Website, you are solely and exclusively responsible for all legal and regulatory compliance and you acknowledge that Improbable has no responsibilities, obligations or liabilities whatsoever regarding the same.

  2. TERM AND TERMINATION. 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 4.3 or otherwise).

  3. CONSEQUENCES OF TERMINATION. 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).

  4. INTELLECTUAL PROPERTY RIGHTS.

8.1. As between the parties, Improbable is the sole and exclusive owner of the Improbable Property. These IPRs are protected by copyright laws and treaties around the world. All such rights are reserved. You must not use any part of the content on our Website for commercial purposes without obtaining a licence to do so from us or our licensors.

8.2. Notwithstanding the restrictions set out in clause 4.3 (Restrictions), to the extent you make any modifications to, or any derivative works from, any of the Improbable Property, you hereby assign to us all rights, 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. 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.

  1. DISCLAIMER OF WARRANTIES.THIS WEBSITE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED. IMPROBABLE EXPRESSLY DISCLAIMS ANY LIABILITY WITH RESPECT TO ACTIONS YOU OR ANY OTHER PARTY MAY TAKE OR REFRAIN FROM TAKING IN RESPONSE TO OR IN RELIANCE ON THIS WEBSITE OR ANY LINKED SITE OR RESOURCE.

  2. LEGAL

10.1. This Agreement will replace any previous versions of these terms.

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.

  1. GENERAL. (i) No failure or delay by a party to exercise any right under this Agreement or at law will be a waiver of that right. (ii) Any variation of this Agreement must be in writing and signed by the parties. (iii). No assignment, sub-contracting or transfer of this Agreement by either party is possible without the other party’s prior written consent save that we may transfer our rights and obligations under this Agreement to a group company. (iv) Only a party to this Agreement can enforce it. (v) If any part of this Agreement is found to be invalid or unenforceable, that will not affect the rest of the Agreement. (vi) This Agreement and any dispute or claim in connection with it will be governed by the laws of the State of Virginia under the exclusive jurisdiction of the courts of the State of Virginia.