Terms of Service
LabelWorx Terms of Service
Label Worx Limited (“LabelWorx”) authorises you to access and use the LabelWorx Platform subject to these LabelWorx Website Terms (“LabelWorx Website Terms”), and solely for your internal business purposes. For the avoidance of doubt, these LabelWorx Website Terms govern your use of the LabelWorx Platform when you sign up directly on the LabelWorx website at www.labelworx.com (“Website”) to use PromoBox and DemoWorx and such other LabelWorx Platform Features (all terms as defined below) as LabelWorx may develop from time to time and make available to you for access via the Website (“Website Services”). The use of LabelWorx Platform in connection with, amongst other things, the delivery and exploitation of digital content to digital service providers is subject to a separate agreement with LabelWorx and these LabelWorx Website Terms do not apply to any such services. You represent that you act wholly or mainly for purposes relating to your trade, business and not as a consumer; if you accept these LabelWorx Website Terms on behalf of an organisation, you represent that you have authority to bind that organisation and references to “you” and “your” include that organisation. As you are not a consumer, you agree that regulations 9(1), 9(2) and 11(1) of the Electronic Commerce (EC Directive) Regulations 2002 do not apply.
PLEASE READ THESE LABELWORX WEBSITE TERMS CAREFULLY. THEY FORM A LEGALLY BINDING AGREEMENT THAT GOVERN YOUR USE OF THE WEBSITE SERVICES.
BY REGISTERING AN ACCOUNT ON THE WEBSITE, SIGNING INTO AN ACCOUNT ON THE WEBSITE, SUBMITTING CONTENT TO THE WEBSITE SERVICES, OR OTHERWISE USING THE WEBSITE SERVICES, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THE LABELWORX WEBSITE TERMS WITH LABELWORX AND THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE LEGALLY BOUND BY THESE LABELWORX WEBSITE TERMS.
IF YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE LABELWORX WEBSITE TERMS THEN YOU MAY NOT ACCESS OR USE THE WEBSITE SERVICES.
The “LabelWorx Platform” means LabelWorx’s proprietary software, together with related features, tools, manuals, and guidelines, developed and owned by LabelWorx. The LabelWorx Platform features include ‘PromoBox’ and ‘DemoWorx’ and other features as may be developed by LabelWorx from time to time and made available to you for online-sign up via the Website (“LabelWorx Platform Features”). ‘PromoBox’ enables you to send data (image, text, audio and other files) via the internet to members of your email mailing list by use of a combined website and email system, and to monitor how campaigns are viewed and used. ‘DemoWorx’ allows you to receive, manage and review demo audio submissions submitted via a dedicated upload form. If your use of DemoWorx exceeds the storage or other allowance of your package, LabelWorx may, on at least 48 hours’ notice, upgrade you to the next available package and charge the applicable Fees; if those Fees cannot be collected, LabelWorx may disable DemoWorx features until payment is received. The fees (if any) for these Website Services (“Fees”) are set out in the relevant pages on the Website. LabelWorx may change the Fees on at least 30 days’ notice by email to your registered email address or through the Website Services; changes take effect from your next billing or renewal period, and if you do not accept a change, you may close your account before it takes effect. Paid packages renew automatically for successive billing periods unless you cancel before the renewal date, and you authorise LabelWorx to charge the applicable Fees to your nominated payment method on each renewal. Fees are payable as displayed or invoiced, in advance or in accordance with the applicable invoice, are exclusive of VAT and other applicable taxes, and are non-refundable except as expressly set out in the LabelWorx Website Terms or as required by law. Where Website Services or ancillary services ordered through the Website (such as promo template design) are paid for using LabelWorx credits, credits are deducted from your balance as the relevant service is used or ordered, are non-refundable and non-transferable, have no cash value and may not be exchanged for cash, and LabelWorx may suspend the relevant Website Service where your credit balance is insufficient. LabelWorx’s Returns & Refunds policy published on the Website applies to the extent consistent with the LabelWorx Website Terms, which prevail in the event of conflict. You shall pay all Fees without set-off, counterclaim, deduction or withholding except as required by law. LabelWorx may suspend access for non-payment and may charge statutory interest and compensation under the Late Payment of Commercial Debts (Interest) Act 1998 where applicable.
1.
Your Obligations
1.1.
Accurate and Complete Information. If you register or create an account on the Website, you are responsible for ensuring all information provided in connection with registration and use of the Website Services is accurate and complete.
1.2.
Compliance. You are responsible for your compliance with the LabelWorx Website Terms and activity on the Website Services, including all Fees or costs incurred. You are solely responsible for securing passwords, tokens, or other credentials used to access the Website Services. You shall promptly notify LabelWorx if you believe your credentials have been compromised.
1.3.
PromoBox Campaigns. You are responsible for checking each PromoBox campaign (including copy, audio, artwork and stream and download settings) before sending. LabelWorx does not guarantee that campaigns will be rendered or received consistently across email clients and browsers, or that any message will be delivered to or placed in a recipient’s inbox. PromoBox is provided as a promotional tool for permission-based lists and not as a mass-mailing system. Your campaigns must not generate abuse or spam complaints above levels LabelWorx reasonably considers consistent with industry norms; LabelWorx may throttle, suspend or cancel campaigns or your access where complaints exceed those levels or a campaign is reported as spam, without refund, and is not obliged to disclose the identity of complainants.
2.
Provision of the Website Services
2.1.
Licence to use the Website Services. Subject to your compliance with the LabelWorx Website Terms, LabelWorx grants you a limited, non-exclusive, revocable, non-assignable, non-sublicensable, and non-transferable licence to access and use the Website Services during the Term.
2.2.
No Use by Minors. You must be at least eighteen (18) years of age or the applicable age of majority in your jurisdiction of residence to subscribe to the Website Services.
2.3.
Restrictions. You shall not: (a) use the Website Services unlawfully or in breach of the LabelWorx Website Terms; (b) alter, modify, adapt, create derivative works of, sublicense, distribute, rent, loan or transfer the Website Services except as expressly permitted by LabelWorx in writing; (c) reverse engineer, decompile or otherwise attempt to derive source code, algorithms or similar details of the Website Services; (d) infringe any third-party right; (e) upload or transmit unlawful, defamatory, fraudulent, pornographic or otherwise prohibited content, malicious code, unsolicited marketing or spam; (f) scrape or harvest data, probe or breach security, circumvent or exceed usage allowances, fair-use limits or rate limits published on the Website or notified to you, share credentials or impersonate another person; or (g) use the Website Services in any manner that disrupts their performance, operation, integrity or security or may expose LabelWorx or any third party to legal or regulatory liability.
2.4.
Availability and Changes to the Website Services. LabelWorx may, at any time and in LabelWorx’s sole discretion, update, expand, change or discontinue the Website Services or features within the Website Services. Such changes may be temporary or permanent and may impact all or certain territories. LabelWorx makes no representation, warranty or commitment concerning availability, uptime, support response time, recovery time or service credits, and no service level applies unless expressly set out in a separate written service-level agreement signed by LabelWorx. You are solely responsible for maintaining backup copies of any content or data uploaded to the Website Services. LabelWorx reserves the right to limit the availability of the Website Services and/or the provision of any content, program, product, service, or other feature described or available on the Website Services to any person, entity, geographic area, or jurisdiction, at any time and in LabelWorx’s sole discretion, and to limit the quantities of any content, program, product, service, or other feature that LabelWorx provides. LabelWorx does not undertake to monitor Your Data, but may review, disable access to, preserve, remove or disclose Your Data where LabelWorx reasonably suspects illegality, infringement, a security risk or breach of the LabelWorx Website Terms, or where required by law.
2.5.
Suspension and Termination. LabelWorx may suspend your access to all or any part of the Website Services immediately where LabelWorx reasonably considers suspension necessary to address non-payment, a declined or reversed payment, an actual or threatened chargeback, a security threat, suspected fraud, unlawful use, a regulatory requirement, excess usage or a material legal, operational, reputational or third-party risk; LabelWorx will use reasonable efforts to give notice where practicable but need not disclose information where doing so may compromise security, an investigation or legal compliance. To the extent permitted by applicable insolvency law, LabelWorx may terminate the LabelWorx Website Terms if you fail to pay an amount due within seven days after written notice, materially breach any term and fail to remedy a remediable breach within 14 days after written notice, commit an irremediable material breach, repeatedly breach the LabelWorx Website Terms in a manner reasonably demonstrating unwillingness or inability to comply, initiate an unjustified chargeback or payment reversal and fail promptly to remedy it, cease or threaten to cease business, are unable to pay debts as they fall due, enter administration or liquidation or become subject to an analogous event, or if LabelWorx reasonably determines that continued use would materially prejudice the performance, security or reliability of the Website Services or expose LabelWorx or any third party to material legal or regulatory risk; termination may be immediate where the relevant ground is incapable of remedy or requires urgent action. Upon the expiration or termination of the LabelWorx Website Terms for any reason, your access to and use of the Website Services will terminate in accordance with clause 6.3. LabelWorx is not liable for your damages or costs of any kind related to LabelWorx’s suspension, limitation or termination of the Website Services under this clause, except to the extent such liability cannot lawfully be excluded.
2.6.
Updates to the LabelWorx Website Terms. LabelWorx may update or amend these LabelWorx Website Terms from time to time, including for legal, regulatory, security or technical reasons. LabelWorx may make changes for those reasons on shorter notice where reasonably necessary, but will, where practicable, give at least 30 days’ notice by email to your registered email address and/or through the Website Services before any materially adverse change takes effect. LabelWorx may require you to affirmatively agree to the updated LabelWorx Website Terms in order to continue using the Website Services, and otherwise your continued use of the Website Services after the effective date constitutes acceptance of the updated LabelWorx Website Terms. If you do not agree with the updated LabelWorx Website Terms, you may notify LabelWorx and close your account prior to the effective date of the updated LabelWorx Website Terms.
3.
Intellectual Property
3.1.
As between LabelWorx and you, all right, title, and interest in the Website Services is the exclusive property of LabelWorx, and is protected by UK and international copyright, trade mark, trade dress, patent, and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. The LabelWorx Website Terms include specific, limited grants of rights to use and access the Website Services. No right or licence may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by LabelWorx.
3.2.
Feedback and Usage Data. Notwithstanding clause 5, LabelWorx may freely use and incorporate into the Website Services any suggestions, enhancement requests or other feedback you provide, without obligation to you. LabelWorx may collect and use data relating to the access to, use and performance of the Website Services, including aggregated or anonymised data derived from Your Data, to operate, secure, analyse and improve the Website Services, provided that LabelWorx does not disclose such data in a form that identifies you or any individual.
4.
Your Data
4.1.
Your Data. As between LabelWorx and you, you retain all control, right, title, and interest in data, information, and other content uploaded by you to the Website Services (“Your Data”), including but not limited to sound recordings uploaded to a label through a demo submission form offered through the Website Services. You grant LabelWorx, LabelWorx’s affiliates and subcontractors, and any label whose demo submission form is used to upload Your Data to the Website Services, a non-exclusive, sublicensable, transferable, worldwide, royalty-free and fully paid licence to host, copy, process, transmit, adapt and otherwise use Your Data to provide, secure and improve the Website Services, evaluate demo sound recordings, comply with law and enforce the LabelWorx Website Terms. LabelWorx may retain copies of Your Data in backups, legal holds and compliance records for applicable retention periods. LabelWorx is not a party to any arrangement between you and any label or recipient, and does not review, endorse or accept responsibility for demo submissions or any response to them. Neither LabelWorx nor any label is obliged to review, respond to or return any submission, and you acknowledge that LabelWorx and labels may receive or independently create works similar to Your Data; no confidentiality or other obligation arises from a submission except as expressly set out in the LabelWorx Website Terms.
4.2.
Your Data Warranty. You warrant that you have the authority and have taken all necessary steps to obtain all permissions, intellectual property assignments or licences, consents and releases required to transmit, store and use Your Data and to grant the rights granted to LabelWorx under the LabelWorx Website Terms. You further warrant that Your Data and LabelWorx’s permitted use of it do not infringe any intellectual property, privacy, confidentiality or other third-party right, are not defamatory or otherwise unlawful, and contain no malware or other harmful code. You also warrant that all PromoBox campaign recipient lists and communications comply with the Privacy and Electronic Communications (EC Directive) Regulations 2003 and other applicable direct-marketing laws, all required consents have been obtained and recorded, each message includes required sender information and effective unsubscribe functionality, and no purchased, scraped or unlawfully obtained list is used.
4.3.
Data Protection. Each party shall comply with the UK GDPR and the Data Protection Act 2018 (“Data Protection Laws”). To the extent LabelWorx processes personal data contained in Your Data on your behalf (including recipient lists and demo submitter details), you are the controller and LabelWorx is the processor, and LabelWorx shall: (a) process such personal data only on your documented instructions, being these LabelWorx Website Terms and your configuration and use of the Website Services, unless otherwise required by law (in which case LabelWorx will inform you of that requirement unless legally prohibited), and inform you if in its opinion an instruction infringes Data Protection Laws; (b) ensure that persons authorised to process it are subject to obligations of confidentiality; (c) implement appropriate technical and organisational measures to protect it; (d) engage sub-processors only under written terms imposing materially equivalent obligations and remain responsible for their performance, and you hereby give general authorisation to LabelWorx’s use of sub-processors, LabelWorx will give notice of any intended addition or replacement through the Website or the Privacy Policy, and your sole remedy if you object is to close your account; (e) transfer such personal data outside the United Kingdom only where appropriate safeguards are in place under Data Protection Laws; (f) taking into account the nature of the processing, provide reasonable assistance with data subject requests and with your obligations under Articles 32 to 36 UK GDPR, at your cost where such assistance is not required of LabelWorx by law; (g) notify you without undue delay after becoming aware of a personal data breach affecting such personal data, such notification not being an acknowledgement of fault or liability; (h) on termination, and at your written request made within 30 days after termination, make such personal data available to you for export in a standard format, and otherwise delete it in accordance with clause 6.3; and (i) make available information reasonably necessary to demonstrate compliance with this clause and permit an audit no more than once in any 12-month period, on reasonable notice, during business hours and at your cost. You warrant that you have a lawful basis for, and have given all notices required in respect of, the processing contemplated by these LabelWorx Website Terms, and your indemnity in clause 9.1 extends to Claims arising from your breach of Data Protection Laws. LabelWorx’s processing of personal data for its own purposes (including account administration, billing, security and analytics) is described in the LabelWorx privacy policy (“Privacy Policy”) available at www.labelworx.com/privacy. The processing on your behalf concerns the provision of the Website Services during the Term, consists of hosting, storing, transmitting and analysing personal data, covers contact, identity, usage and submission data, and relates to your mailing list recipients, demo submitters, users and contacts.
5.
Confidentiality
5.1.
Definition of Confidential Information. As used in the LabelWorx Website Terms, “Confidential Information” means all non-public business, financial, pricing, security, technical, product and other confidential or proprietary information or material disclosed by either party in any form that: (i) is marked or identified as confidential; or (ii) by its nature or the circumstances of disclosure would reasonably be understood to be confidential, including the Website Services, LabelWorx’s software, documentation, pricing and security information.
5.2.
Exclusions. Confidential Information does not include information or material which: (a) is or becomes generally available to the public through no fault of the receiving party; (b) is lawfully provided to the receiving party by a third party free of confidentiality duties or obligations; (c) the receiving party can prove by reasonable documentary evidence was already known to it without restriction at the time of disclosure; or (d) the receiving party can prove by reasonable documentary evidence was independently developed by its employees or contractors without access to the Confidential Information.
5.3.
Protecting Confidential Information. A receiving party shall not use or disclose Confidential Information of the disclosing party to any third party, except as necessary to exercise its rights and perform its obligations under these LabelWorx Website Terms. The receiving party will limit access to the Confidential Information to its employees and contractors who have a need to know, who are subject to confidentiality obligations no less restrictive than those set forth herein and who have been informed of the confidential nature of such information. In addition, the receiving party will protect the disclosing party’s Confidential Information from unauthorised use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the disclosing party’s request or upon termination of these LabelWorx Website Terms, the receiving party will return to the disclosing party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the receiving party does not have a continuing right to use under the LabelWorx Website Terms, and, upon request, the receiving party shall provide to the disclosing party written notice certifying compliance with this sentence, unless prohibited by applicable law.
5.3.1.
Notwithstanding the foregoing, a receiving party may disclose Confidential Information to the extent that such disclosure is necessary for the receiving party to enforce its rights under the LabelWorx Website Terms or is required by law or by the order of a court or similar judicial or administrative body, provided that the receiving party promptly (to the extent legally permitted) notifies the disclosing party in writing of such required disclosure and reasonably cooperates with the disclosing party if the disclosing party seeks an appropriate protective order.
5.4.
Remedies. Each party acknowledges that its failure to comply with the provisions under this clause 5 may cause irreparable harm to the other party which cannot be adequately compensated for in damages, and that the other party will be entitled to seek, in addition to any other remedies available to it, interlocutory and permanent injunctive relief to restrain any anticipated, present or continuing breach of this clause 5.
6.
Term and Termination
6.1.
Term. The term of the LabelWorx Website Terms (“Term”) begins when you create an account or use the Website Services and continues until the LabelWorx Website Terms are terminated in accordance with these LabelWorx Website Terms.
6.2.
Termination. LabelWorx may terminate the LabelWorx Website Terms in the circumstances set out in clause 2.5. You may terminate the LabelWorx Website Terms if LabelWorx materially breaches them and, where the breach is capable of remedy, fails to remedy it within 30 days after written notice; termination may be immediate for an irremediable material breach. You may also close your account at any time through the Website Services or by notice to LabelWorx, in which case the LabelWorx Website Terms terminate on closure and no Fees or credits are refundable. LabelWorx may terminate all or any part of the Website Services for convenience on at least 30 days’ notice, in which case LabelWorx will refund any prepaid Fees attributable to the period after termination, and that pro rata refund is your sole remedy for such termination.
6.3.
Effect of Termination. Upon termination or expiration of the LabelWorx Website Terms, your right to access and use the Website Services terminates immediately, but termination does not affect accrued rights, remedies, liabilities or payment obligations. The provisions listed in clause 10.8 survive termination, together with any other provision intended by its nature to survive. You may request export of Your Data within 30 days after termination, after which LabelWorx may delete it, but may retain copies in routine backups, legal holds and compliance records for applicable retention periods, subject to continuing confidentiality and data-protection obligations.
7.
Warranties and Disclaimers
7.1.
YOUR ACCESS TO AND USE OF THE WEBSITE SERVICES IS AT YOUR SOLE RISK. THE WEBSITE SERVICES ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. Therefore, except as expressly set out in clause 7.4 and to the fullest extent permissible by law, LabelWorx and each of LabelWorx’s officers, directors, members, managers, shareholders, agents, vendors, licensors, licensees, contractors, customers, successors, and assigns, hereby disclaim and make no representations, warranties, endorsements, or promises, express or implied, as to:
7.1.1.
the Website Services;
7.1.2.
the functions, features, or any other elements on, or made accessible through, the Website Services;
7.1.3.
any products, services, developer code or instructions offered or referenced at or linked through the Website Services;
7.1.4.
whether the Website Services or the servers that make the Website Services available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your device);
7.1.5.
whether the information (including any instructions) on the Website Services is accurate, complete, correct, adequate, useful, timely, or reliable;
7.1.6.
whether any defects to, or errors on, the Website Services will be repaired or corrected;
7.1.7.
whether your access to the Website Services will be uninterrupted;
7.1.8.
whether the Website Services will be available at any particular time or location; and
7.1.9.
whether your use of the Website Services is lawful in any particular jurisdiction.
7.2.
EXCEPT AS EXPRESSLY SET OUT IN THE LABELWORX WEBSITE TERMS, AND TO THE MAXIMUM EXTENT PERMITTED BY ENGLISH LAW, LABELWORX EXCLUDES ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING AS TO SATISFACTORY QUALITY, FITNESS FOR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, SECURITY AND FREEDOM FROM MALWARE.
7.3.
Nothing in this clause 7 excludes or limits any warranty, condition or term that cannot lawfully be excluded or limited under English law.
7.4.
Limited Warranty. LabelWorx warrants only that the Website Services will not materially fail to be provided with reasonable skill and care. This warranty does not apply to the extent any non-conformance is caused by use of the Website Services contrary to the LabelWorx Website Terms or LabelWorx’s instructions, by Your Data, by any third-party provider or network, or by any modification of the Website Services not made or expressly authorised in writing by LabelWorx. If the Website Services materially fail to conform with this warranty and you notify LabelWorx in writing within 30 days after you knew or reasonably should have known of the alleged material non-conformance, providing reasonable details of the alleged material non-conformance and reasonable cooperation in its investigation and remediation, LabelWorx may elect first to reperform or correct the affected Website Services, then to provide a commercially reasonable workaround or substitute functionality, and, if LabelWorx determines that those measures are not commercially practicable within a reasonable period, to terminate the affected Website Services and refund any prepaid Fees attributable to the unused period of the affected Website Services. Such reperformance, correction, workaround, substitution, termination or refund is your sole and exclusive remedy for breach of this warranty, and any liability arising from or relating to this warranty is subject to the exclusions and aggregate liability cap in clause 8; for the avoidance of doubt, this warranty does not create any commitment as to uptime, delivery, inbox placement, data recovery, security, regulatory compliance or fitness for purpose.
8.
Limitation of Liability
8.1.
LabelWorx’s Limited Liability. NOTHING IN THE LABELWORX WEBSITE TERMS EXCLUDES OR LIMITS LABELWORX’S LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD OR FRAUDULENT MISREPRESENTATION, OR ANY OTHER LIABILITY THAT CANNOT LAWFULLY BE EXCLUDED OR LIMITED. SUBJECT TO THE FOREGOING, LABELWORX SHALL NOT BE LIABLE FOR ANY INDIRECT OR CONSEQUENTIAL LOSS OR FOR LOSS OF PROFIT, REVENUE, BUSINESS, CONTRACTS, ANTICIPATED SAVINGS, GOODWILL OR DATA, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION, BREACH OF STATUTORY DUTY OR OTHERWISE. LABELWORX SHALL NOT BE LIABLE FOR ANY ROYALTIES, FEES OR OTHER PAYMENTS ARISING FROM USE OR MISUSE OF YOUR DATA, OR FOR LOSS OR CORRUPTION OF DATA, DELIVERY FAILURE, INBOX PLACEMENT, OR FAILURES OR OUTAGES OF INTERNET, TELECOMMUNICATIONS, CLOUD, HOSTING, EMAIL OR OTHER THIRD-PARTY PROVIDERS, EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT LAWFULLY BE EXCLUDED. SUBJECT TO THE LIABILITIES THAT CANNOT LAWFULLY BE LIMITED, LABELWORX’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE SERVICES OR LABELWORX WEBSITE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, RESTITUTION, BREACH OF STATUTORY DUTY OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID TO LABELWORX DURING THE SIX MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR £100 IF NO FEES WERE PAID. ANY CLAIM AGAINST LABELWORX MUST BE NOTIFIED IN WRITING WITHIN 12 MONTHS AFTER YOU BECAME AWARE, OR OUGHT REASONABLY TO HAVE BECOME AWARE, OF THE CIRCUMSTANCES GIVING RISE TO IT, FAILING WHICH IT IS WAIVED.
8.2.
Maximum Limitation Allowable by Law. TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY, LABELWORX’S LIABILITY TO YOU SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED UNDER ENGLISH LAW. YOU UNDERSTAND AND AGREE THAT LABELWORX CAN ONLY OFFER THE WEBSITE SERVICES TO YOU ON THE BASIS THAT LABELWORX’S LIABILITY IS LIMITED AND SUCH LIMITATION IS A FAIR AND REASONABLE ALLOCATION OF RISK BETWEEN YOU AND LABELWORX.
9.
Indemnification
9.1.
Indemnification by You. You shall indemnify LabelWorx and LabelWorx’s employees, representatives, agents, affiliates, directors, officers, managers and shareholders against all losses, liabilities, damages, fines, penalties, costs and expenses, including reasonable legal fees, arising out of or in connection with any third-party claim or regulatory investigation, action or proceeding (“Claim”) relating to Your Data, your breach of law or third-party rights, your misuse of the Website Services, or your breach of the LabelWorx Website Terms. Such Claims may include, but are not limited to any act, error, or omission by you or any other person under your direction or control.
9.2.
IP Indemnity by LabelWorx. Subject to clauses 8, 9.2.1 and 9.3, LabelWorx will indemnify you against a Claim brought against you in the United Kingdom by an unaffiliated third party alleging that your authorised use of the unmodified Website Services infringes a registered UK patent, registered UK trade mark or UK copyright (“IP Indemnity”).
9.2.1.
The IP Indemnity does not apply to a Claim arising from: (i) combination of the Website Services with hardware, software, equipment or data not supplied or approved in writing by LabelWorx; (ii) modification of the Website Services by you or any third party; (iii) use of the Website Services contrary to the LabelWorx Website Terms or LabelWorx’s written instructions; (iv) Your Data; or (v) continued use after LabelWorx has provided a non-infringing replacement or instructed you to cease use. If a Claim covered by the IP Indemnity is made or likely, LabelWorx may procure continued use, modify or replace the affected Website Services, or terminate the affected Website Services and refund prepaid Fees for the unused period; these are your sole and exclusive remedies for such Claim.
9.3.
Claims Procedure. The indemnified party shall notify the indemnifying party promptly in writing after becoming aware of an indemnifiable Claim and provide reasonable assistance, at the indemnifying party’s expense; delayed notice reduces the indemnity only to the extent the delay materially prejudices the indemnifying party’s defence of the Claim. The indemnifying party shall have control of the defence and settlement of Claims, provided that LabelWorx may at its option control the defence of any Claim that involves a regulatory authority, threatens the Website Services or LabelWorx’s intellectual property, or would require an admission or undertaking on LabelWorx’s behalf. No Claim may be settled without the indemnified party’s prior written consent, not to be unreasonably withheld or delayed.
9.4.
Reimbursement on Demand. You agree to reimburse LabelWorx, on demand, for any payment made by LabelWorx at any time with respect to any Claims to which the foregoing indemnity applies. Pending the resolution of any claim, demand, or action, LabelWorx may, at LabelWorx’s election, withhold or set off any monies or credits otherwise payable or available to you under the LabelWorx Website Terms or any other agreement between you and LabelWorx in an amount which does not exceed your potential liability to LabelWorx pursuant to this indemnity clause.
10.
General Terms
10.1.
Consent or Approval. As to any provision in the LabelWorx Website Terms that grants LabelWorx a right of consent or approval, or permits LabelWorx to exercise a right in LabelWorx’s “sole discretion”, LabelWorx may exercise that right in LabelWorx’s sole and absolute discretion. No opt-in consent or approval may be deemed to have been granted by LabelWorx without being in writing and signed by an officer of LabelWorx.
10.2.
Relationship of the Parties. The parties hereto agree and acknowledge that the relationship between them is that of independent contractors. The LabelWorx Website Terms shall not be deemed to create an agency, partnership or joint venture between you and LabelWorx, and LabelWorx shall not have a fiduciary obligation to you as a result of your entering into the LabelWorx Website Terms.
10.3.
Entire Agreement and Non-Reliance. The LabelWorx Website Terms constitute the entire understanding of the parties relating to the subject matter hereof. The LabelWorx Website Terms supersede all previous terms or arrangements between you and LabelWorx pertaining to the Website Services. Each party acknowledges that in entering into the LabelWorx Website Terms it has not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the LabelWorx Website Terms, and that it shall have no claim for innocent or negligent misrepresentation based on any such statement. Nothing in this clause limits or excludes liability for fraud. The LabelWorx Website Terms cannot be changed or modified except as provided herein.
10.4.
No Third-Party Beneficiaries. The LabelWorx Website Terms are for the sole benefit of the parties hereto and their authorised successors and permitted assigns. Nothing herein, express or implied, is intended to or shall confer upon any person or entity, other than the parties hereto and their authorised successors and permitted assigns, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the LabelWorx Website Terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise, except that the persons referred to in clauses 7.1 and 9.1 may enforce those clauses; the parties may vary or rescind the LabelWorx Website Terms without the consent of any such person.
10.5.
Assignment. LabelWorx may assign LabelWorx’s rights and obligations under the LabelWorx Website Terms at any time to any party, and may subcontract any of its obligations. You may not assign your rights and/or obligations under the LabelWorx Website Terms without obtaining LabelWorx’s prior written consent.
10.6.
Severability and Interpretation. If any provision of the LabelWorx Website Terms is for any reason deemed invalid, unlawful, void, or unenforceable by a court of competent jurisdiction, then that provision will be deemed severable from the LabelWorx Website Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of the LabelWorx Website Terms (which will remain in full force and effect). If any provision would be valid if part of it were deleted or modified, it shall apply with the minimum modification necessary to make it valid.
10.7.
Investigations, Law Enforcement and Sanctions. LabelWorx may investigate suspected breaches of the security of the Website Services or LabelWorx’s systems, suspected breaches of the LabelWorx Website Terms, and information obtained in connection with law-enforcement or legal-compliance checks, and may cooperate with competent authorities. You shall not access or use the Website Services if you are a sanctioned or designated person, are located in or ordinarily resident in a sanctioned territory, or if such access or use would breach applicable sanctions, export-control or trade laws. LabelWorx may immediately suspend or terminate access where LabelWorx reasonably identifies sanctions, export-control or other material legal or regulatory risk.
10.8.
Survival. Any suspension or termination will not affect your obligations to LabelWorx under the LabelWorx Website Terms. The provisions of the LabelWorx Website Terms that by their nature should survive suspension or termination will survive, including rights and licences granted to LabelWorx, payment obligations, intellectual property rights, confidentiality, data protection, indemnities, disclaimers, limitations of liability, governing law and dispute provisions.
10.9.
No Waiver. Except as expressly set forth in the LabelWorx Website Terms: (i) no failure or delay by you or LabelWorx in exercising any of its rights, powers, or remedies hereunder will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of the LabelWorx Website Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced. For avoidance of doubt, nothing herein shall be construed to restrict LabelWorx’s right to amend the LabelWorx Website Terms as otherwise permitted in the LabelWorx Website Terms.
10.10.
Notices and Company Information. LabelWorx is Label Worx Limited, a company registered in England and Wales with company number 06729435, whose registered office is at 61B Humber Street, Hull, HU1 1TU, United Kingdom and whose VAT registration number is GB 928 4155 11. LabelWorx may send operational notices to your registered email address or through notifications within the Website Services. Formal notices from you to LabelWorx must be sent by email to info@label-worx.com or by prepaid post to LabelWorx’s registered office and are deemed received, if sent by email, when transmitted without delivery failure, and, if sent by post, two business days after posting. Support requests should be raised through the support channels indicated on the Website and do not constitute formal notice under the LabelWorx Website Terms.
10.11.
Force Majeure. LabelWorx is not responsible or liable to you for any delay or failure to perform LabelWorx’s obligations for the duration of an event beyond LabelWorx’s reasonable control, including acts of God, equipment or utility failure, terrorism, war, civil disturbance, epidemic or pandemic, fire, flood, severe weather, labour dispute, shortage or transportation interruption, failures of suppliers or cloud, hosting, internet or telecommunications providers, cyber incidents, sanctions, export controls, or any law, regulation, order or governmental action. LabelWorx may terminate the affected Website Services on written notice if the event continues for more than 60 days.
10.12.
Governing Law and Jurisdiction. The LabelWorx Website Terms and your use of the Website Services and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them shall be governed by the laws of England and Wales. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the LabelWorx Website Terms, the Website Services, or their subject matter or formation.
Join The Family
Got a problem that needs a solution? Or a plan that needs putting into action? We'd love to hear from you.