Sail Services Terms & Conditions 
Version 1.0, updated 18 May 2021

1. Acceptance of these terms
Your use of the Sail Services is governed by these terms and conditions. Submitting user credentials, creating an account, and/or logging into the Sail web console to access the Sail Services is considered Your acceptance of these terms.
IF YOU DO NOT AGREE, PLEASE DO NOT ACCESS AND USE THE SAIL SERVICES. FOR CLARITY, UPON ACCEPTING THESE TERMS, THEY BECOME A BINDING AGREEMENT BETWEEN YOU AND CC.

From time to time, CC may modify these terms and conditions. CC will use reasonable efforts to notify You of the changes via a prominent notice on the Sail Console login page and/or email. Continued use of the Sail Services after the updated version of these terms are notified to you as coming into effect will constitute Your acceptance of such updated terms.

2. Definitions
“Access Permission” means a unique authorisation entitling an individual to have access to the Sail Services and/or authentication for Sail Mobile Software in accordance with the Sail Terms.
“Agreement” means the binding agreement between You and CC on Your acceptance of the Sail Terms.
“Applicable Law” means all laws, statutes, regulations, directions, guidelines, codes of conduct of any governmental or other regulatory body of competent jurisdiction, any orders of any court or other tribunal of competent jurisdiction which are applicable to the Sail Terms or to the performance by either Party of its obligations under this Agreement. 
“CC” means Crowd Connected Ltd, a company registered in England with offices at Surrey Technology Centre, Guildford, GU2 7YG.
“Commencement Date” means the date on which You first register for Sail services and accept the Sail Terms.
“Confidential Information” of a Party means any document or other information which relates to that Party’s trade secrets or business affairs or which is marked confidential or which the recipient knows or reasonably ought to know is confidential and is disclosed by a Party to the other in connection with this Agreement. 
“Fees” means those sums (if any) payable by You to CC under a Subscription Plan. 
“IPR” means all rights, title and interest (including all patent, copyright, trademark, trade secret, rights in Confidential Information (including know-how and trade secrets) and other intellectual property rights (whether registered or unregistered).
“Party” means each of CC and You; “Parties” means both CC and You.
“Registered Sail User” means a person who has created a Sail account pursuant to Clause 4.2. 
“Sail Console” means the website available at https://app.crowdconnected.com or such other successor URL.
“Sail Documentation” means documentation that CC makes available to You in connection with the Sail Services, typically via the Sail Console.
“Sail Mobile App” means the mobile application provided by CC for evaluation purposes that includes Sail Mobile Software, enabling users to evaluate Sail.
“Sail Mobile Software” means CC’s code and algorithms which enable a mobile device to be positioned in an indoor environment, whether provided as a software development kits (SDK) or in another form. 
“Sail Positioning Outputs” means the position coordinates of a mobile device as periodically calculated by Sail Mobile Software. 
“Sail Services” or “Sail” means any or all of the following as made available by CC: Sail Mobile Software, Sail Mobile App, Sail Positioning Outputs, Sail Console software, Access Permissions and Sail Documentation.
“Sail Terms” means all of the following documents:
* the terms and conditions set out herein;
* the subscription process and any associated service levels You select, as described in the Sail Documentation;
* the Sail Mobile App Terms and Conditions / End User License Agreement available at https://app.crowdconnected.com/mobileapp-terms-conditions;
* the Sail privacy policy available at https://app.crowdconnected.com/privacy-policy; 
* any Sail Documentation that is referred to in any of the above;
and any updated version of the above. In the event of conflict, ambiguity or inconsistency between these documents, the documents shall apply in the order as listed above and the first mentioned shall supersede the later mentioned documents.
“Subscription Plan” means one of the available subscription plans available from time to time for Sail and “Your Subscription Plan” is the Subscription Plan as selected by You and shown in the ‘My Account’ section of the Sail Console.
“Term” means the period from the Commencement Date until Your subscription expires in accordance with Your Subscription Plan. 
“Third Party Content” means content sourced by You from a third party and uploaded to the Sail Console and/or Sail Mobile App, for example, a map or floorplan.
"You" means the person using Sail Services as intended in these Terms. If you accept these Terms on behalf of your company, organisation or other entity, you must have, and you represent that you have, full legal authority to bind your company, organisation or such other entity to these Terms.
“Your Content” means any content and information you import into or create in the Sail Services, including Third Party Content.
“Your Feedback” means any information concerning errors, suggestions for enhancements, ideas, problems, complaints, and other matters related to the Sail Services provided by You to CC either directly or via third party tools.
“Your Mobile App” is each mobile application developed by You (or by a third party for You) that incorporates or accesses Sail Services.
“VAT” means United Kingdom value added tax or any similar tax from time to time replacing it or performing a similar fiscal function.
   1. Any reference in this Agreement to a statute or a provision of a statute shall be construed as a reference to that statute or provision as amended, re-enacted or extended at the relevant time.
   2. The headings in this Agreement are for convenience only and shall not affect its interpretation.
   3. Any reference to a “person” includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
   4. Any list or examples in this Agreement following the word “including” shall be interpreted without limitation to the generality of the preceding words.
   5. These Sail Terms shall be binding upon a Party’s permitted assigns and successors in title.

3. Grant of Licence
   1. With effect from the Commencement Date and in consideration of entering into a Subscription Plan, CC hereby grants You a personal, non-exclusive, non-sub-licensable (save to the extent required for inclusion of Sail Mobile Software in Your Mobile App), non-transferable, royalty free, worldwide, revocable, limited licence to the Sail Services.
   2. Except as expressly granted to You under this Agreement, CC retains its entire right, title, and interest in and to the Sail Services as further detailed in Clauses 8.1 to 8.3. 
   3. CC shall have no right title or interest in Your Content by virtue of these Terms, except that by submitting Your Content to the Sail Services or otherwise providing Your Content to CC, you grant CC and its affiliates a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sub-licensable license to reproduce, adapt, modify, translate, publicly perform, publicly display, distribute, process and transfer Your Content through the Sail Services in accordance with these Terms.
   4. CC is not responsible for Your Content including its accuracy, completeness, validity, copyright compliance, quality, or any other aspect thereof. Accordingly, CC does not have any liability to you or any other person or entity for any of Your Content. Your access to and use of any Third Party Content may be subject to your acceptance of any terms and conditions governing the use of the Third Party Content, as notified to You by the provider.
   5. CC may remove any or all of Your Content from the Sail Services if CC has any reason to believe that any of Your Content is illegal, infringing or in some way offensive or otherwise inappropriate.
   6. You shall not (working alone or with a third party):
1. reverse engineer, disassemble, decompile, decode or translate the Sail Mobile Software or any portion thereof, except if and to the extent expressly permitted under any Applicable Law. If Applicable Law expressly permits such activities, any information so discovered or derived shall be deemed to be the Confidential Information of CC and must be promptly disclosed by You to CC; 
2. remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Sail Services;
3. use the Sail Services for any purposes other than as are expressly described in the Sail Documentation; or
4. use the Sail Positioning Outputs except for (i) displaying the position of a user’s mobile device overlaid on a digital map, floorplan or similar visualisation either in Your Mobile App or the Sail Mobile App, and/or (ii) storage by You for subsequent analysis or other similar derivative usage.
   1. From time to time CC may, in its sole discretion, provide updates to the Sail Services, including upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related updated Sail Documentation, “Updates”). Updates may also modify or delete certain features and functionality. You acknowledge and agree that CC has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Where Updates are to Sail Mobile Software You shall promptly download and install the latest version of the Sail Mobile Software and acknowledge and agree that Your Mobile App may not properly operate should You fail to do so. You further agree that all Updates will be deemed part of the Sail Services and be subject to all the terms of this Agreement.
   2. Your Mobile App: Each end user must be provided with end user terms (including a privacy policy) appropriate for Your Mobile App, including all legally required and otherwise appropriate instructions and notices related to the use of Your Mobile App as required by Applicable Law and/or the terms and conditions of a publicly available mobile application store (including Apple’s App Store or Google’s Play Store).


4. Account Creation, Subscription Plans and Fees
   1. You may choose between different Subscription Plans as set out in the Sail Documentation. 
   2. To activate a Sail account You are required to become a Registered Sail User by submitting certain information (such as Your name, email, position and organisation) which will generate an Access Permission. You are solely responsible for maintaining the confidentiality of Your Access Permission. In the event that You allow a third party to use Your Access Permission, You do so at your own risk. 
   3. The process for initiating, amending or cancelling Your Subscription Plan, and the service levels pertaining to Your Subscription Plan, are set out in the relevant Sail Documentation. Unless otherwise indicated, Your Subscription Plan will remain active until cancelled by You.
   4. If You have selected a paid-for Subscription Plan, access and license to the Sail Services are subject to the timely payment to CC of the Fees set out in Your Subscription Plan. CC will charge applicable amounts in accordance with the billing cycle using the payment method you have selected. 
   5. CC reserves the right to change the billing cycle and the Fees associated with Your Subscription Plan at any time. Any changes will be notified to you in advance, and such changes will only take effect when the next payment for Your Subscription Plan is due. 
   6. Fees are non-refundable in all circumstances including if for any reason all or any of the Sail Services are not used by You.
   7. Fees are exclusive of VAT. Where You are based outside the UK, the supplies which are the subject of this Agreement will be outside the scope of UK VAT. However, where You are outside of the UK, if and to the extent that You use and enjoy the Services in the UK, a UK VAT liability will arise on that proportion of the Services used and enjoyed in the UK. Where applicable, VAT shall be paid by You as additional charges on production of a valid VAT invoice.
   8. If You fail to make any payment on the due date in respect of any Fees properly due, CC shall have the right without prejudice to any other remedy to immediately suspend provision of Sail Services to You without further notification.

5. Termination
   1. Subject to any earlier right of termination, this Agreement shall be in effect upon acceptance by You during the Term.
   2. Without prejudice to any other rights or remedies which the Parties may have (under this Agreement or in law), either Party may terminate this Agreement without liability to the other forthwith by written notice to the other Party if:
1. the other Party commits a material or persistent breach of any of its obligations under this Agreement (which for the avoidance of doubt shall include any late payment of Fees by You) and (if such breach is capable of remedy) has not remedied such breach within thirty (30) days of receiving written notice of the breach and requiring it to be remedied;
2. the other Party has entered into liquidation (other than a members’ voluntary liquidation for the purposes of a bona fide amalgamation or reconstruction) whether compulsory or voluntarily or compounds with its creditors generally or has an administrator, administrative receiver or receiver appointed over all or a substantial part of its undertaking or assets;
3. the other Party has become bankrupt or shall be deemed unable to pay its debts by virtue of Section 123 of the Insolvency Act 1986; or
1. the other Party ceases or threatens to cease to carry on business.
   1. CC may terminate this Agreement at any time by written notice to You. In the event that CC elects to terminate under this Clause 5.3, CC will refund pre-paid Fees (if any) pro-rata to reflect the extent termination takes place before the next point in the billing cycle. You may terminate this Agreement in accordance with the terms of Your Subscription Plan or pursuant to Clause 6.6.
   2. On termination of this Agreement for any reason:
1. all rights and licences granted to You under or in connection with this Agreement shall cease with immediate effect;
2. subject to Clause 5.3, CC shall retain any sums already paid to it by You; and
3. the accrued rights of the Parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination shall not be affected and shall remain in full force and effect.
   1. Termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to either Party.

6. Limitation of Liability and Disclaimer
   1. Nothing shall limit or exclude:
1. either Party’s liability for death or personal injury caused by its or its employees’, agents’ or sub-contractors’ negligence;
2. either Party’s liability for fraud or fraudulent misrepresentation; or
3. either Party’s liability for any liability to the extent it cannot be limited or excluded by Applicable Law; 
   1. Subject to Clause 6.1, each Party’s entire liability arising out of or in connection with this Agreement, howsoever arising (including for breach of contract, tort (including negligence), breach of statutory duty or otherwise) shall in no circumstances exceed in aggregate one hundred per cent (100%) of the Fees paid by You in the twelve (12) months prior to any claim. Where liability arises during the first twelve (12) months of Your Subscription Plan, such cap shall be measured by reference to the Fees that would be paid by You for twelve (12) months of Your Subscription Plan.
   2. Subject to Clause 6.1, neither Party shall have any liability under or in connection with this Agreement, howsoever arising, for loss of profits, loss of revenues, loss of contracts, loss of business, loss or corruption of data, loss of goodwill, loss of advertising, loss of anticipated savings, loss of opportunity, loss caused by business interruption or for any indirect, consequential or special loss. The limitation in this Clause 6.3 will apply even if such loss was reasonably foreseeable and/or such Party had been advised or was otherwise aware of the possibility of such loss or damage.
   3. Subject to Clause 6.1, You agree that CC shall not be liable in contract, tort (including negligence), for breach of statutory duty or in any other way for any loss or damage to the extent it arises directly or indirectly from any inferences or conclusions derived from the Sail Services by You or third parties working on Your behalf.
   4. You acknowledge that:
1. the Sail Services have not been developed to meet Your individual requirements and You accept responsibility for the selection of the Sail Services to achieve Your intended results; and
2. CC does not warrant that operation of the Sail Services will be uninterrupted or error-free, or that defects in the Sail Services will be corrected.
   1. CC warrants that the Sail Services will operate in substantial conformity with the applicable Sail Documentation. CC’s sole liability (and Your sole and exclusive remedy) for any breach of this warranty will be, at no charge to You, for CC to use reasonable efforts to correct the reported non-conformity, or if CC determines such remedy to be impracticable, You may terminate this Agreement without penalty.
   2. Save as expressly stated otherwise in these Terms, CC does not give any warranties, representations or undertakings in respect the Sail Services, and CC hereby excludes to the fullest extent permitted by Applicable Law, all warranties, conditions, undertakings and other terms (whether express or implied, statutory or otherwise) that relate to the delivery, performance, quality, uninterrupted use, fitness for purpose, occurrence or reliability of the Sail Services. 
   3. YOU ACKNOWLEDGE AND AGREE THAT (EXCEPT AS EXPRESSLY PROVIDED IN THESE Sail TERMS) THE Sail SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND (WHETHER EXPRESS OR IMPLIED). CC IS UNDER NO OBLIGATION TO MAKE AVAILABLE THE Sail SERVICES AT ANY TIME. ACCORDINGLY USE OF THE Sail SERVICES IS AT YOUR SOLE RISK.

7. Data Collection and Privacy
   1. You acknowledge and agree that:
1. the data management processes relating to any data collected, used, and processed by CC in respect of Sail are detailed in the Sail Documentation, consistent with the Sail privacy policy;
2. You, and any person working on Your behalf, will not alter, intercept, inhibit, direct, or otherwise interfere with (i) the transmission of any data to CC’s servers from Your Mobile App or the Sail Mobile App, or (ii) the processing or storing of any input data or Sail Positioning Outputs in connection with the Sail Services;
3. CC does not have access to any personally identifiable information about users of Your Mobile Application, except in relation to Registered Sail Users. The Sail privacy policy sets out in detail CC’s obligations in respect of such personally identifiable information; and
4. You are solely responsible for compliance with privacy, data protection or other similar legal rights in respect of users of Your Mobile App. Accordingly, You will obtain each end user’s freely given, specific, informed and unambiguous consent before activating any software feature in Your Mobile App that uses Sail Services.

8. Intellectual Property Rights
   1. You acknowledge and agree that, as between You and CC, save in respect of Third Party Content all IPR comprising, or used or embodied in the Sail Services including all input data, Sail Positioning Outputs, copyrights, trademarks, and other proprietary rights therein or relating thereto (together, “ Sail IP”) are owned by CC and are vested absolutely and exclusively in CC.
   2. The Sail Services are licensed and not sold to You. CC does not and shall not assign to You or anyone acting on Your behalf any IPR in any of the Sail IP, except as expressly set out in this Agreement.
   3. Any and all rights in the Sail IP which have not been expressly licensed to You under this Agreement are reserved to CC and may be used, marketed, exploited and disposed of by CC concurrently with, and throughout the Term, freely and without limitation or restriction, and regardless of the extent to which those rights are competitive with You. 
   4. CC shall, at its own expense, indemnify (and keep indemnified) and defend You against any direct costs, claims, damages, expenses or liabilities, including reasonable legal fees, suffered or incurred by You and which arise from any third party claim that the use by You of Sail IP strictly in accordance with these Sail Terms infringes the intellectual property rights of any third party, provided that You:
1. promptly notify CC in writing of any third party claim, giving all reasonable details of the same;
2. make no admission as to liability and does not compromise or agree any settlement of the claim without the prior written consent of CC;
3. use all reasonable endeavours to mitigate Your losses;
4. give CC sole control over the claim provided that CC shall notify You of any material developments in the claim; and
5. fully co-operate with CC at its expense in the conduct of the claim.
   1. CC will not indemnify You to the extent that the applicable third party claim is based upon or arises from the unauthorised combination or use of the Sail IP with any products, hardware or services not expressly approved by CC.
   2. If a third party claims that Your use of the Sail Services infringes that person’s IPR, then CC may at its sole discretion and cost within a reasonable period of being notified of such claim: (i) procure the right for You to continue using the applicable infringing material; or (ii) replace or modify the applicable infringing material so that it becomes non-infringing.
   3. You shall, at Your own expense, indemnify (and keep indemnified) and defend CC against any losses, damages, costs, claims, damages, expenses or liabilities, including reasonable legal fees, suffered or incurred by CC and which arise from any claim that Your Mobile App or Third Party Content infringes the IPR of any third party, and if CC seeks such indemnification it shall:
1. promptly notify You in writing of the applicable claim, giving all reasonable details of the same;
2. make no admission as to liability or compromise or agree any settlement of the claim without the prior written consent of You;
3. use its reasonable endeavours to mitigate its losses;
4. give You sole control over the claim provided that You shall notify CC of any material developments in the claim; and
5. fully co-operate with You at Your expense in the conduct of the claim.
   1. You acknowledge and agree that: (i) You shall not retain, acquire or assert any IPR or other right, title or interest in or to Your Feedback; (ii) CC may have development ideas similar to Your Feedback; (iii) Your Feedback does not contain confidential information or proprietary information from You or any third party; and (iv) CC is not under any obligation of confidentiality with respect to Your Feedback. In the event the transfer of the ownership to Your Feedback is not possible due to Applicable Law, You grant CC and CC’s affiliates an exclusive, transferable, irrevocable, free-of-charge, sub-licensable, unlimited and perpetual right to use (including copy, modify, create derivative works, publish, distribute and commercialise) Your Feedback in any manner and for any purpose.
   2. This section 8 sets forth CC’s and its suppliers' sole liability and Your sole and exclusive remedy with respect to any claim of IPR infringement.

9. Confidentiality
   1. Each Party (as "Receiving Party") agrees that certain information it obtains from the disclosing Party ("Disclosing Party") constitutes Confidential Information of the Disclosing Party. 
   2. Except as expressly authorised herein, the Receiving Party will (a) hold in confidence and not disclose any Confidential Information to third parties and (b) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. The Receiving Party may disclose Confidential Information to its employees, agents, contractors and other representatives having a legitimate need to know, provided that such representatives are bound to confidentiality obligations no less protective of the Disclosing Party than this section 9 and that the Receiving Party remains responsible for compliance by any such representative with the terms set out herein.
   3. The Receiving Party's confidentiality obligations will not apply to information that the Receiving Party can document: (a) was rightfully in its possession or known to it prior to receipt of the Confidential Information; (b) is or has become public knowledge through no fault of the Receiving Party; (c) is rightfully obtained by the Receiving Party from a third party without breach of any confidentiality obligation; or (d) is independently developed by employees of the Receiving Party who had no access to such information. The Receiving Party may make disclosures to the extent required by law or court order, provided the Receiving Party notifies the Disclosing Party in advance and cooperates in any effort to obtain confidential treatment. 
   4. 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 seek appropriate equitable relief in addition to whatever other remedies it might have at law.
   5. For the avoidance of doubt Your subscription to Sail Services shall not constitute Confidential Information. You agree to the use of the name and logo of Your company, organisation or other entity) in CC’s promotional materials.

10. Miscellaneous
   1. Assignment. Neither Party may assign this Agreement without the advance written consent of the other party, except that either party may assign this Agreement in connection with a merger, reorganisation, acquisition or other transfer of all or substantially all of such party's assets or voting securities. 
   2. Force Majeure. Neither Party will be liable to the other for any delay or failure to perform any obligation under this Agreement (except for a failure to pay fees) if the delay or failure is due to unforeseen events that occur after the Commencement Date and that are beyond the reasonable control of such Party.
   3. Waiver. No waiver by either Party of any breach of this Agreement by the other Party shall be considered as a waiver of any subsequent breach of the same or any other provision. 
   4. Severance. If any provision of this Agreement will be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect.
   5. Notices. Any notice or communication to You under this Agreement will be via prominent display on log-in to the Sail Console or by email or comparable means of communication to the contact details You provided during registration.
   6. No Partnership or Agency. Nothing in this Agreement is intended to, or shall operate to, create a partnership between the Parties, or to authorise either Party to act as agent for the other, and neither Party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way.
   7. Legal Construction. These Sail Terms are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this Agreement. 
   8. Governing Law. This Agreement (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement) shall be governed by and construed in accordance with the laws of England and Wales. The Parties shall submit to the exclusive jurisdiction of the English courts.