TERMS AND CONDITIONS OF USE

Thank you for using the Crowdsight mobile app technology and/or website (the Site).

PLEASE READ THESE TERMS AND CONDITIONS OF USE CAREFULLY BEFORE USING THE APP OR SITE.

By using the App or Site, you acknowledge that you have read these terms and conditions of use (herein referred to as either: the Statement; and/or the Terms) and you agree to be bound by them and our Privacy Statement without limitation or qualification. If you do not agree to these terms and conditions of use, please refrain from using the Site. Crowdsight reserves the right, at our discretion, to change, modify, add or remove portions of these terms at any time without notice. Therefore, we suggest that you review these terms periodically for changes each time you access and use the Site. By using the Site after we have posted changes to these terms and conditions of use, you are agreeing to be bound by these terms as amended.

By using or accessing Crowdsight, you agree to the Terms, as updated from time to time. Additionally, you will find resources listed at the end of this document that help you understand how Crowdsight works.

1.             INFORMATION ABOUT US

www.crowdsight.co is a site operated by us.

Registered Office

Docklands Innovation Park, 128-130 East Wall Road, Dublin 3, Ireland

Contact email: info@crowdsight.co

2.             DISCLAIMER

NOTHING CONTAINED ON THE SITE CONSTITUTES INVESTMENT, LEGAL OR TAX ADVICE. NEITHER THE INFORMATION, NOR ANY OPINION CONTAINED ON THE SITE CONSTITUTES A SOLICITATION OR OFFER BY CROWDSIGHT OR ANY OTHER ENTITY MANAGED DIRECTLY OR INDIRECTLY BY CROWDSIGHT, TO BUY OR SELL ANY PARTNERSHIP INTEREST, SECURITIES, FUTURES, OPTIONS OR OTHER FINANCIAL INSTRUMENTS. DECISIONS BASED ON INFORMATION CONTAINED ON THE SITE ARE THE SOLE RESPONSIBILITY OF THE VISITOR, AND AS CONSIDERATION FOR ACCESS TO THE SITE, YOU AGREE TO HOLD CROWDSIGHT AND ITS PARTNERS, EMPLOYEES, AFFILIATES AND AGENTS HARMLESS FROM AND AGAINST ANY CLAIMS WHATSOEVER AND OF ANY NATURE FOR DAMAGES ARISING FROM ANY DECISIONS THAT YOU MAKE BASED ON SUCH INFORMATION.

THE MATERIALS ON THE SITE ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND (EITHER EXPRESS OR IMPLIED). TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CROWDSIGHT DISCLAIM ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

3.             ACCESSING THE SITE

Access to the Site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on the Site without notice. We will not be liable if for any reason the Site is unavailable at any time or for any period.

From time to time, we may restrict access to some parts of our website, or our entire website, to users and/or those who have registered with us.

You are responsible for making all arrangements necessary for you to have access to the Site. You are also responsible for ensuring that all persons who access the Site through your internet connection are aware of these terms, and that they comply with them.

4.             INTELLECTUAL PROPERTY RIGHTS

We are the owner or the licensee of all intellectual property rights in the Site, and in the material published on it. Those works are protected by copyright or other intellectual property laws and treaties around the world. All such rights are reserved.

You may print off one copy, and may download extracts, of any page(s) from the Site for your personal reference and you may draw the attention of others within your organisation to material posted on the Site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

Our status (and that of any identified contributors) as the authors of material on the Site must always be acknowledged.

You must not use any part of the materials on the Site for commercial purposes without obtaining a licence to do so from us or our licensors.

If you print off, copy or download any part of the Site in breach of these terms of use, your right to use the Site will cease immediately and you must, at our option, return or destroy any copies of the materials you have made.

5.             TRANSMISSIONS TO AND FROM THE SITE

Electronic communications can be intercepted by third parties and, accordingly, electronic mail and other transmissions to and from Crowdsight domain name or made via this site may not be secure.

Communications to Corwdsight particularly those containing confidential information, should be sent to us.

6.             TERMINATION

These terms are effective until terminated by Crowdsight, provided that you may terminate these terms at any time only by destroying all information and materials obtained by you or on your behalf from the Site and all related documentation and all copies and installations thereof, whether made under these terms or otherwise.

Such termination by you will not be effective if Crowdsight in its sole discretion and without notice to you or otherwise, determines that you have failed to comply with any term or provision of these terms.

Upon any termination of these terms, you must destroy all information and materials obtained by you or on your behalf from the Site and all copies and installations thereof, whether made under the terms of these terms or otherwise.

7.             LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CROWDSIGHT EXPRESSLY DISCLAIM ANY AND ALL LIABILITY WHATSOEVER FOR ERRORS AND OMISSIONS IN ANY INFORMATION OR MATERIALS, AND FOR ANY USE OR INTERPRETATION BY OTHERS OF ANY INFORMATION OR MATERIALS, CONTAINED IN OR ACCESSIBLE THROUGH THE SITE.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL CROWDSIGHT BE LIABLE IN ANY RESPECT WHATSOEVER FOR ANY SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE INFORMATION AND MATERIALS IN OR ACCESSIBLE THROUGH THE SITE, EVEN IF CROWDSIGHT OR AN AUTHORISED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING, AND IN ADDITION TO THE FOREGOING, IN NO EVENT SHALL THE TOTAL LIABILITY (IF ANY) OF CROWDSIGHT TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), OR OTHERWISE) EXCEED IN THE AGGREGATE THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE SITE.

This does not affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

8.             PRIVACY

Your privacy is very important to us.

We designed our Privacy Statement and Data Use Policy to make important disclosures about how you can use Crowdsight to share with others and how we collect and can use your content and information.

We encourage you to read our policies and to use it to help you make informed decisions.

9.             REGISTRATION AND ACCOUNT SECURITY

9.1.         Crowdsight users provide their real names and information, and we need your help to keep it that way. Here are some commitments you make to us relating to registering and maintaining the security of your account:

9.1.1.          You will not provide any false personal information on Crowdsight, or create an account for anyone other than yourself without permission.

9.1.2.          You will not create more than one personal account.

9.1.3.          If we disable your account, you will not create another one without our permission.

9.1.4.          You will not use your personal timeline primarily for your own commercial gain, and will use a Crowdsight Page for such purposes.

9.1.5.          You will not use Crowdsight if you are under 13 years of age.

9.1.6.          You will not use Crowdsight if you are a convicted sex offender.

9.1.7.          You will keep your contact information accurate and up-to-date.

9.1.8.          You will not share your password (or in the case of developers, your secret key), let anyone else access your account, or do anything else that might jeopardize the security of your account.

9.1.9.          You will not transfer your account (including any Page or application you administer) to anyone without first getting our written permission.

9.1.10.        If you select a username or similar identifier for your account or Page, we reserve the right to remove or reclaim it if we believe it is appropriate (such as when a trademark owner complains about a username that does not closely relate to a user’s actual name).

10.          PROTECTING OTHER PEOPLE’S RIGHTS

10.1.       We respect other people’s rights, and expect you to do the same.

10.2.       You will not post content or take any action on Crowdsight that infringes or violates someone else’s rights or otherwise violates the law.

10.3.       We can remove any IP Content or information you post on Crowdsight if we believe that it violates this Statement or our policies. Nothing herein shall grant any right, title or interest in or to any Intellectual Property Rights or goodwill of whatsoever nature, directly or indirectly associated with or generated by Crowdsight or the its service.

10.4.       You will make your own arrangement to protect your Intellectual Property Rights. If you feel that your Intellectual Property Rights have been infringed, this should be reported to Crowdsight as soon as possible.

10.5.       If we remove your IP Content or information you post for infringing someone else’s copyright, and you believe we removed it by mistake, we will provide you with an opportunity to appeal.

10.6.       If you repeatedly infringe other people’s Intellectual Property Rights, we will disable your account when appropriate.

10.7.       You will not use our copyrights or trademarks (including that of Crowdsight e.g. trademarks and logos), or any confusingly similar marks, except as expressly permitted with our prior written permission.

10.8.       If you collect information from users, you will: obtain their consent, make it clear you (and not Crowdsight) are the one collecting their information, and post a privacy policy explaining what information you collect and how you will use it.

10.9.       You will not post anyone’s identification documents or sensitive financial information on Crowdsight.

10.10.    You will not tag users or send email invitations to non-users without their consent. Crowdsight offers social reporting tools to enable users to provide feedback about tagging.

11.          MOBILE AND OTHER DEVICES

11.1.       We currently provide our mobile services for free, but this remains at the discretion of Crowdsight. Please note that your carrier’s normal rates and fees, such as text messaging and data charges, will still apply.

11.2.       In the event you change or deactivate your mobile telephone number, you will update your account information on Crowdsight within 48 hours to ensure that your messages are not sent to the person who acquires your old number.

11.3.       You provide consent and all rights necessary to enable users to sync (including through an application) their devices with any information that is visible to them on Crowdsight.

12.          PAYMENT TERMS

12.1.       We are committed to providing a timely service and in turn you are required to pay on account, interim and final invoices within 30 days of the invoice date, where you use any of our services. If you wish to dispute any invoice you should speak to the person responsible for the relevant work within 14 days of the invoice date, so that any necessary action can be taken before the end of the credit period. We reserve the right to charge interest, from the end of our credit period, at the rate of 2 per cent a year over 3 month EURIBOR (that is, Euro Inter Bank Offered Rate) for the time being, on any unpaid invoice. If you have arranged with a third party for the discharge of our fees, this does not alleviate your obligations to us in the event that the third party fails to do so in accordance with this Statement. Where value added tax is chargeable, this will be included at the appropriate rate. Where any fee is stated, quoted or estimated, it excludes value added tax

13.          SPECIAL PROVISIONS APPLICABLE TO SOCIAL PLUGINS 

13.1.       If you include our social plugins, such as the ‘share’ or ‘like’ buttons on your website, the following additional terms apply to you:

13.1.1.        We give you permission to use Crowdsight’s social plugins (see our Data Use Policy) so that users can post links or content from your website on Crowdsight.

13.1.2.        You give us permission to use and allow others to use such links and content on Crowdsight.

13.1.3.        You will not place a social plugin on any page containing content that would violate this statement if posted on Crowdsight.

14.          ABOUT ADVERTISEMENTS SERVED OR ENHANCED BY CROWDSIGHT

14.1.       Our goal is to deliver advertising and other commercial or sponsored content that is valuable to our users and advertisers. In order to help us do that, you agree to the following:

14.2.       You give us permission to use your name, profile picture, content, and information in connection with commercial, sponsored, or related content (such as a brand you like) served or enhanced by us. This means, for example, that you permit a business or other entity to pay us to display your name and/or profile picture with your content or information, without any compensation to you. If you have selected a specific audience for your content or information, we will respect your choice when we use it.

14.3.       We do not give your content or information to advertisers without your consent.

14.4.       You understand that we may not always identify paid services and communications as such.

15.          PROVISIONS APPLICABLE TO ADVERTISERS 

15.1.       You can target your desired audience by buying ads on Crowdsight or our publisher network. The following additional terms apply to you if you place an order through our online advertising portal (an Order):

15.2.       When you place an Order, you will tell us the type of advertising you want to buy, the amount you want to spend, and your bid. If we accept your Order, we will deliver your ads as inventory becomes available. When serving your ad, we do our best to deliver the ads to the audience you specify, although we cannot guarantee in every instance that your ad will reach its intended target.

15.3.       In instances where we believe doing so will enhance the effectiveness of your advertising campaign, we may broaden the targeting criteria you specify.

15.4.       You will pay for your Orders in accordance with our Payments Terms above. The amount you owe will be calculated based on our tracking mechanisms.

15.5.       Your ads will comply with Irish law governing legislation.

15.6.       We will determine the size, placement, and positioning of your ads.

15.7.       We do not guarantee the activity that your ads will receive, such as the number of clicks your ads will get.

15.8.       We cannot control how clicks are generated on your ads. We have systems that attempt to detect and filter certain click activity, but we are not responsible for click fraud, technological issues, or other potentially invalid click activity that may affect the cost of running ads.

15.9.       You can cancel your Order at any time through our online portal, but it may take up to 24 hours before the ad stops running.  You are responsible for paying for all ads that run.

15.10.    Our licence to run your ad will end when we have completed your Order. You understand, however, that if users have interacted with your ad, your ad may remain until the users delete it.

15.11.    We can use your ads and related content and information for marketing or promotional purposes.

15.12.    You will not issue any press release or make public statements about your relationship with Crowdsight without our prior written permission.

15.13.    We may reject or remove any ad for any reason.

15.14.    If you are placing ads on someone else’s behalf, you must have permission to place those ads, including the following:

15.15.    You warrant that you have the legal authority to bind the advertiser to this Statement.

15.16.    You agree that if the advertiser you represent violates this Statement, we may hold you responsible for that violation.

16.          SPECIAL PROVISIONS APPLICABLE TO SOFTWARE

16.1.       If you download or use our software, such as a stand-alone software product, an app, or a browser plugin, you agree that from time to time, the software may download and install upgrades, updates and additional features from us in order to improve, enhance, and further develop the software.

16.2.       You will not modify, create derivative works of, decompile, or otherwise attempt to extract source code from us, unless you are expressly permitted to do so under an open source licence, or we give you express written permission.

17.          AMENDMENTS

Your continued use of Crowdsight following changes to our terms constitutes your acceptance of our amended terms.

18.          COPYRIGHT

Unless arrangements are made to the contrary, we shall retain copyright in all written material produced by us.

19.          INFORMATION ABOUT YOU AND YOUR VISITS TO THE SITE

We process information about you in accordance with our Privacy Statement. By using the Site, you consent to such processing and you warrant that all data provided by you is accurate.

20.          UPLOADING MATERIAL TO THE SITE

Whenever you make use of a feature that allows you to upload material to the Site you warrant that any such contribution is your own work and you have the right to upload the material. You indemnify us for any breach of that warranty.

Any material you upload to the Site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to the Site constitutes a violation of their intellectual property rights, or of their right to privacy.

We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the Site.

We have the right to remove any material or posting you make on the Site.

21.          VIRUSES, HACKING AND OTHER OFFENCES

You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site via a denial-of-service attack or a distributed denial-of-service attack.

By breaching this provision, you would commit a criminal offence under the Criminal Justice (Theft and Fraud Offences) Act 2001, the Criminal Damage Act 1991 and the Criminal Justice Act 2011 or any other applicable legislation. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material posted on it, or on any website linked to it.

22.          INDEMNITY

You agree to indemnify us and keep us indemnified (including our directors, agents, servants and employees) against all losses, costs, charges, demands, proceedings, damages, actions, expenses and claims howsoever incurred by us as a result of your use of this website or a breach by you of any of these Terms.

In the event that your contributions infringe any rights of any third party, you shall, at your own expense and at your discretion, either obtain the right to use such contribution or render such contribution free of any infringement.

23.          LINKS TO OTHER WEB SITES AND SERVICES

You may link to our 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, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

You must not establish a link from any website that is not owned by you.

The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page.

Crowdsight does not review or monitor any websites linked from or to the Site and none of them is or will be responsible for the content of any such linked websites. Your following of links from or to such websites is at your sole risk. Accordingly Crowdsight cannot be held responsible for the information, materials, products or services obtained on or from such other websites, nor will any of them be liable in any respect whatsoever for any damages arising from your access to such websites. Any links from or to other websites are provided merely for the convenience of the users of the Site and the inclusion of these links does not imply an endorsement, representation or warranty by Crowdsight with respect to any such linked websites or the content, products or services contained or accessible through, or the operators of, such websites. In addition, you agree not to link any of your websites or any third-party website to the Site without the express prior written consent of Tanager Limited. Tanager Limited reserves the right, at any time, for any reason not prohibited by law, to deny permission to anyone to link a website from or to the Site.

24.          VARIATIONS

Crowdsight may revise these terms of use at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we made, as they are binding on you. Some of the provisions contained in these terms of use may also be superseded by provisions or notices published elsewhere on the Site. See Clause on ‘Amendments’ above.

25.          GOVERNING LAW

These Terms of Use shall be governed by and constituted in accordance with the laws of Ireland. You agree that any dispute or action arising out of the use of the Site or these Terms of Use shall exclusively be heard in the courts of Ireland.

26.          YOUR CONCERNS

If you have any concerns about material which appears on the Site, please contact us.

27.          DEFINITIONS

27.1.       “Crowdsight” means the features and services we make available, including through (a) our website at www.crowdsight.co and any other Crowdsight branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); (b) our Platform; (c) social plugins such as the Like button, the Share button and other similar offerings and (d) other media, software (such as a toolbar), devices, or networks now existing or later developed.

27.2.       “Platform” means a set of APIs and services (such as content) that enable others, including application developers and website operators, to retrieve data from Crowdsight or provide data to us.

27.3.       “information” means facts and other information about you, including actions taken by users and non-users who interact with Crowdsight.

27.4.       “Intellectual Property Rights” means any copyrights, patents, designs, trade secret, trademarks, service marks or other industrial or intellectual property rights and applications for any of the foregoing.

27.5.       “Content” means anything you or other users post on Crowdsight that would not be included in the definition of information.

27.6.       “data” or “user data” or “user’s data” menas any data, including a user’s content or information that you or third parties can retrieve from Crowdsight or provide to Crowdsight through Platform.

27.7.       “post” means post on Crowdsight or otherwise make available by using Crowdsight.

27.8.       “use” means use, run, copy, publicly perform or display, distribute, modify, translate, and create derivative works of.

27.9.       “active registered user” means a user who has logged into Crowdsight at least once in the previous 30 days.

27.10.    “application” means any application or website that uses or accesses Platform, as well as anything else that receives or has received data from us.  If you no longer access Platform but have not deleted all data from us, the term application will apply until you delete the data.

28.          MISCELLANEOUS

28.1.       This Statement is an agreement between you and Crowdsight and references to “us,” “we,” and “our” mean Crowdsight.

28.2.       This Statement makes up the entire agreement between the parties regarding Crowdsight, and supersedes any prior agreements or other prior representations known to the parties at the time of entering the agreement.

28.3.       In the event of any provision of this Statement being rendered by statute or judicial determination unlawful or found to be unenforceable, then that clause shall be severable from this Statement, the balance of which (or the remaining portion) shall remain in full force and effect untainted by the unlawful or unconstitutional nature of the severed clause.

28.4.       If we fail to enforce any of this Statement, it will neither be considered nor constitute a waiver.

28.5.       You will not transfer any of your rights or obligations under this Statement to anyone else.

28.6.       All of our rights and obligations under this Statement are freely assignable by us in connection with a merger, acquisition, or sale of assets, or by operation of law or otherwise.

28.7.       Nothing in this Statement shall prevent us from complying with the law.

28.8.       This Statement does not confer any third party beneficiary rights.

28.9.       We reserve all rights not expressly granted to you.

28.10.    You will comply with all applicable laws when using or accessing Crowdsight.

29.          You may also want to review the following documents, which provide additional information about your use of Crowdsight:

29.1.       Data Use Policy: which contains information to help you understand how we collect and use information.

29.2.       Platform Page: which helps you better understand what happens when you add a third-party application, including how they may access and use your data.