1. Definitions

a.“Agreement” means these terms and conditions, the Service Level Agreement, and any Order.

b.“Applicable Law” means any legally binding obligation on a party, including statutes, rules, regulations, codes, court rulings, or any other binding requirement.

c.“Crowd Analyzer”, “we”, “us”, or “our” means Runtime Collective Limited (doing business as Crowd Analyzer).

d.“Crowd AnalyzerData” means any data in Crowd Analyzer’s database that Crowd Analyzer uses in providing the Services, excluding Customer Data.

e.“Claim” means any claim, action, suit, dispute, or proceeding.

f.“Contract Year” means the period starting at the beginning of the effective date of this agreement and ending on the first anniversary of that date and each subsequent 12 month period thereafter, provided that the last contract year starts on the last anniversary of the effective date and ends on termination of the Agreement.

g.“Customer” means the party identified as a customer on an Order.

h.“Customer Data” means data that Customer uploads via Crowd Analyzer’s API (or otherwise makes available to Crowd Analyzer) for the purpose of Crowd Analyzer processing that data on Customer’s behalf.

i.“Indemnitees” means with respect to either party, that party, its corporate affiliates, and its own and its corporate affiliates’ own directors, officers, employees, agents, and other representatives.

j.“Losses” means any losses, damages, liabilities, awards, and costs (including court costs and reasonable attorneys’ fees) related to a Claim.

k.“Order” means an ordering document specifying the products or services to be provided to Customer by Crowd Analyzer or a third party.

l.“Report” means a customised report from Crowd Analyzer’s research team created for Customer.
m.“Services” means the services that Crowd Analyzer provides to customers as set out on the Order.

n.“Term” is defined in Section 7.

o.“Third Party Services” means the products or services that a third party is to provide to Customer as specified on an Order.

p.“User” means an individual that Customer (directly or indirectly) has authorised to use the Services and/or the Third Party Services.

2. The Services

a.The Services: This Agreement sets out the terms of the contract between the Customer and Crowd Analyzer and the Services Crowd Analyzer provides, including any Crowd Analyzer Data that Customer accesses related to the Services.

b.Responsibility: During the Term, Crowd Analyzer will: (a) provide the Services with reasonable skill and care; (b) not make a material adverse change to the functionality of the Services; (c) provide the Services in material accordance with any descriptions of the Services referred to on an Order. Other than as set out in this Agreement, all other warranties, conditions, and representations, whether express or implied, are excluded, subject to Applicable Law.

c.Third Party Services: An Order may contain obligations in respect of Services and obligations in respect of Third Party Services. Where an Order specifies Services and Third Party Services, the obligation: (i) to provide Services creates a contract between Crowd Analyzer (as principal) and Customer in respect of such Services (and that contract is this Agreement); and (ii) to provide Third Party Services is a contract between the third party (as principal) and Customer (to provide Third Party Services to Customer on the terms that are in place between Customer and the third party). Crowd Analyzer is only responsible for its own Services and not any Third Party Services.

3. Use of the Services

a.Responsibility: Customer: (a) is responsible for its compliance with this Agreement and will procure that each User complies with the terms of this Agreement as if that User were Customer; (b) will comply with the Twitter Terms of Service, usually at https://twitter.com/tos, and the Youtube Terms of Service, usually at https://www.youtube.com/t/terms; and (c) has the right, title, permissions, and interest in the Customer Data to make it available to Crowd Analyzer for processing.

b.User protection: Customer will not: (a) knowingly display, distribute, or otherwise make Crowd Analyzer Data available to any person or entity that it reasonably believes may use Crowd Analyzer Data in a manner that would have the potential to be inconsistent with that individual’s reasonable expectations of privacy; (b) conduct any research or analysis that isolates a small group of individuals or any single individual for unlawful or discriminatory purposes; (c) use Crowd Analyzer Data to target, segment, or profile any individual based on health, negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, data relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by Applicable Law; or (d) without Crowd Analyzer’s prior written consent, but subject to Applicable Law, display, distribute, or otherwise make Crowd Analyzer Data available to any intelligence community or any other government or public-sector entity.

c.Restrictions: Customer will not: (a) sell, resell, license, sublicense, distribute, or otherwise make the Services (or the results of the Services, including Crowd Analyzer Data) available to anybody other than its Users for their own internal use, unless stated otherwise on an Order; (b) subject to Applicable Law, attempt to reverse-compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form any part of the Services; (c) use the Services or any Crowd Analyzer Data to violate Applicable Law, including Applicable Law about data protection, privacy, or information security; or (d) purposefully interfere with or disrupt the performance of the Services, including spamming, hacking, and violating Crowd Analyzer’s API rate limits.

d.Password protection: Each party is responsible for using reasonable efforts to ensure that any User IDs and passwords required for Users to use Services are kept safe and confidential. Subject to Applicable Law, each party will promptly notify the other party upon discovery if the security of a User ID or password may be or is compromised.
Removal of Crowd Analyzer Data: A licensor or Applicable Law may require Crowd Analyzer to remove personal data within any Crowd Analyzer Data. In such cases, Crowd Analyzer will notify Customer of the impacted Crowd Analyzer Data that requires removal and Customer will promptly remove such data from its systems, whether during or after the Term.

4. Fees

a.Fees: Customer will pay the fees for the Services set out in an Order. The fees for the Services are exclusive of legally applicable taxes, levies, duties, or similar governmental assessments, including goods and services, value-added, withholding, and sales taxes. Customer will provide Crowd Analyzer with the information it reasonably requires to send an invoice. All fees are invoiced annually in advance, unless stated otherwise on an Order.

b.Orders and Third Party Services: Customer will pay: (a) Crowd Analyzer the fees for the Services and any Third Party Services set out on an Order which Crowd Analyzer sends to Customer (for Third Party Services, Crowd Analyzer collects the fees for Third Party Services on the third party’s behalf); and (b) the fees for the Services set out on an Order that a third party sends to Customer, and in such case, the third party collects the amounts due to Crowd Analyzer on Crowd Analyzer’s behalf.

5. Crowd Analyzer Refund Policy

Crowd Analyzer will provide service credits if our services as per the below schedule: The following defines service level standards for the Subscription Services:

Crowd Analyzer doesn’t provide a refund, except when the customer has already paid all outstanding invoices and is entitled to a service credit.

6. Confidential Information

a.Confidential Information: “Confidential Information” is any information that a party discloses to the other party that is marked as confidential or that a reasonable person would understand to be confidential (including trade secrets). Confidential Information does not include any information that: (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing party; (b) the receiving party knew prior to its disclosure by the disclosing party without breach of any obligation owed to the disclosing party; (c) a third party made available to the receiving party without breach of any obligation owed to the disclosing party; or (d) the receiving party independently developed.

b.Keep in confidence: The receiving party will keep the Confidential Information of the disclosing party confidential for the Term and for twenty four months after the end of the Term, provided that if the Confidential Information contains a party’s trade secrets, then those trade secrets will remain confidential until they are no longer trade secrets. The receiving party will only use the disclosing party’s Confidential Information for performing its obligations under this Agreement or using the Services. Nothing in this section 5 prevents the receiving party from disclosing the disclosing party’s Confidential Information: (a) to its corporate affiliates, legal advisers, accountants, potential investors, or other professional advisers where required (collectively, “Permitted Recipients”), provided that the disclosing party remains responsible for its obligations and for the Permitted Recipients’ use and disclosure of the Confidential Information; or (b) if required to disclose it under Applicable Law, provided that the receiving party will inform the disclosing party of the disclosure requirement, if legally permitted, as soon as reasonably practicable.

7. Intellectual property

a.Intellectual property rights: Crowd Analyzer or its licensors owns all intellectual property rights in the Services and the Crowd Analyzer Data, including any queries that Crowd Analyzer generates or writes as part of the Services. Other than as set out elsewhere in this Agreement, Customer is not granted any rights to Crowd Analyzer’s intellectual property rights.
Reports: Customer owns any Report; provided that the rights to any Crowd Analyzer Data in a Report are granted to Customer under a worldwide, non-exclusive, non-transferable, royalty-free licence to use the Crowd Analyzer Data and the Report in accordance with this Agreement.

b.Crowd Analyzer Data Licence: Crowd Analyzer grants to Customer a worldwide, non-exclusive, non-transferable, royalty-free, licence to download, copy, or otherwise remove Crowd Analyzer Data from Crowd Analyzer’s systems, in accordance with this Agreement.
Customer Data Licence: Customer grants to Crowd Analyzer a non-exclusive, royalty-free licence to process Customer Data for the purposes of providing the Services.

c.User feedback: Crowd Analyzer may, and Customer grants Crowd Analyzer the right to, irrevocably reproduce, distribute, sell, incorporate into the Services, enhancement of requests, recommendation, correction, or other feedback (“Feedback”) that Customer or its Users provide related to the use of the Services. Customer will obtain for Crowd Analyzer the rights in any Feedback that its Users provide in connection with the use of the Services.

8. Term and termination

a.Term: This Agreement begins when it is signed by the parties or agreed to via an Order, and it continues until all Orders have expired or been terminated in accordance with the terms of this Agreement.

b.Mutual termination: A party may terminate this Agreement at any time on written notice to the other party if: (a) the other party is in material breach and, if remediable, the breach is not remedied within 30 days of being notified in writing of the breach; or (b) the other party begins insolvency proceedings, becomes the subject of a petition in liquidation, or any other proceeding relating to insolvency, liquidation, bankruptcy, or assignment for the benefit of creditors (including similar proceedings under Applicable Law); or (c) the other party makes an arrangement with its creditors related to concerns about insolvency (including similar proceedings under Applicable Law).