Tambo Compass Terms and Conditions 

INTERPRETATION
In these Terms & Conditions;
Authorised Users: means those employees, agents and independent contractors of the Customer who are authorised by the Customer to access and use the Software in accordance with the Contract;
Software: means the online software applications provided by Tambo in accordance with these T’s & C’s
User Subscriptions: means the individual user subscription purchased by the Customer pursuant to the terms of the Contract for use by Authorised Users and described in the Contract Details.
Business Hours: a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. Between the hours of 9am to 5.30pm GMT

PARTS OF THIS AGREEMENT
This Agreement consists of the following terms and conditions (hereinafter the “General Terms”) and terms and conditions, if any, specific to use of individual Services (hereinafter the “Service Specific Terms”). If there is any conflict or ambiguity between these Special Conditions and the General Conditions, a term contained in these Special Conditions in relation to the Software or Support Services shall have priority over one contained in the General Conditions in respect of the Software or Support Services only. In any other case, the Contract Details and General Conditions shall have priority as set out in paragraph 1 of the Contract Details.
Helpdesk

Tambo shall make available to the Customer a helpdesk. The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose. Tambo shall ensure that the helpdesk is (i)[accessible by email at support@tambo.io, (ii) operational and adequately staffed during business hours during the term of the Contract. The Customer shall ensure that all requests for Support Services that it may make from time to time shall be made through the helpdesk.

RESPONSE AND RESOLUTION
In respect of issue resolution, Tambo shall (i) determine, acting reasonably, into which severity category an issue falls, (ii) use reasonable endeavours to respond to and resolve requests for Support Services promptly, and (iii) ensure that its response to a request for Support Services shall include the following information (to the extent such information is relevant to the request): an acknowledgement of receipt of the request, where practicable an initial diagnosis in relation to any reported error, and an anticipated timetable for action in relation to the request. All Support Services shall be provided remotely.

BETA SERVICE
Tambo may offer certain Services as closed or open beta services ("Beta Service" or “Beta Services”) for the purpose of testing and evaluation. The Customer agrees that Tambo has the sole authority and discretion to determine the period of time for testing and evaluation of Beta Services. Tambo will be the sole judge of the success of such testing and the decision, if any, to offer the Beta Services as commercial services. The Customer will be under no obligation to acquire a subscription to use any paid Service as a result of your subscription to any Beta Service. Tambo reserves the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, any of the Beta Services with or without notice to the Customer. You agree that Tambo will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any of the Beta Services for any reason.

RESTRICTIONS OF USE
Tambo grants to the Customer a non-exclusive and non-transferable right to permit the Authorised Users to access and use the Software for the duration of the subscription solely for use in the Customer's internal business operations.

The Customer shall not (i) authorise more Authorised Users to access the Software than the number of User Subscriptions specified in the advertised package or otherwise agreed, (ii) permit any User Subscription to be used by more than one individual Authorised User unless such User Subscription has been reassigned in its entirety to another individual Authorised User, in which case the Customer shall procure that the previous Authorised User shall cease accessing the Software; and, (iii) permit anyone to access the Software or provide a password for accessing the Software who is not an Authorised User.

The Customer shall (i) procure that each Authorised User shall keep secure and confidential their password for accessing the Software, (ii) maintain a written, up to date list of current Authorised Users and provide such list to Tambo within 5 Business Days of Tambo’s written request at any time, (iii) permit Tambo to audit the Services in order to establish the name and password of each Authorised User. Each such audit may be conducted no more than once per annum, at Tambo’s expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer’s normal conduct of business.

If any of the audits referred to in the previous paragraph reveal that (i) any password has been provided to any individual who is not an Authorised User, then without prejudice to Tambo’s other rights, the Customer shall promptly disable such passwords and Tambo shall not issue any new passwords to any such individual, and (ii) if the Customer has underpaid Tambo, then without prejudice to Tambo’s other rights, the Customer shall pay Tambo an amount equal to such underpayment as calculated in accordance with the current pricing within 10 Business Days of the date of the relevant audit.

The Customer shall not (and shall ensure that Authorised Users do not) access, store, distribute or transmit any software, code, file or programme which may prevent, impair or otherwise adversely affect the operation of the Software (including without limitation worms, Trojan horses, viruses and other similar things or devices) or submit any material to the Software that (i) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing, or offensive (including without limitation racially or ethnically offensive), (ii) facilitates illegal activity, (iii) depicts sexually explicit images, (iv) promotes unlawful violence, (v) is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability, or (vi) is otherwise illegal or causes damage or injury to any person or property. Tambo reserves the right, without liability to the Customer, to disable the Customer’s (and all Authorised Users’) access to the Software if any breach of this clause occurs.

The Customer shall not have any right to (i) copy, adapt, reverse engineer, de-compile, disassemble, modify, adapt or make error corrections to the Software, with respect to de-compilation of the Software, (ii) attempt to, circumvent, disable, or otherwise interfere with any security related features of the Software (including features that enforce limitations of use or prevent copying), (iii) remove any copyright or other Intellectual Property Rights notices from the Software, (iv) access the Software in order to build a product or service which competes with the Software or the Services, (v) use the Software to provide services to third parties, or (vi) license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit or otherwise make the Software available to any third party except those comprising the Authorised Users.
The Customer shall (i) to the extent within its control, use all reasonable endeavours to prevent any unauthorised access to, or use of, the Software, and (ii) in the event that the Customer discovers or is made aware of any such unauthorised access or use, immediately give notice to Tambo of such access or use. Tambo shall be entitled to amend the Charges to reflect any changes in costs due to changes to the Customer’s data source, immediately on notice to the Customer

LIMITATIONS
Some functionalities of the Software are dependent on data provided by third parties. Only such data (“Available Data”) can be processed and analysed by Tambo. Therefore, under certain circumstances, Tambo may be forced to reduce the available functionality of the Software and is entitled to do so, as long as such a reduction in functionality is the consequence of changes to the Available Data made by a third party. If such a reduction of functionality of the Software significantly impairs the Customer’s interest in using the Software, the Customer may on 30 days’ written notice to Tambo, terminate the Services.

Tambo shall have no liability for delay or losses incurred under and/or in connection with the Contract to the extent any such liability is caused by (i) use of the Software contrary to Tambo’s instructions, minimum requirements or modification or alteration of the Software by any person other than Tambo or Tambo’s duly authorised contractors or agents, or (ii) any act or omission of the Customer or an Authorised User in breach of the Contract.

Tambo does not warrant, represent or undertake that the (i) Customer's use of the Software will be uninterrupted or error-free, or (ii) information obtained by the Customer through the Software or the Services will meet the Customer's requirements.

If the Customer is not completely satisfied with the Services, your sole remedy is to cease using the Services.  With respect to any fee-based Services, if you signed up for a designated term or timeframe, you will still be responsible for payment for the full term. In any case, you will be responsible for any and all charges and activity accrued prior to your Services termination date, and those obligations will survive your termination of the Services.

If the Support Services provided by Tambo at any time exceed the limits set out against the relevant tier in this Schedule 1, then (i) Tambo will cease to have an obligation to provide Support Services to the Customer during the remainder of that period, and (ii) may agree to provide Support Services to the Customer during the remainder of that period, but the provision of those Support Services will be subject to additional Charges.

Tambo shall have no obligation to provide Support Services in respect of any issue caused by, (i) the use of the Software in any ways other than the intended purpose, including but not limited to the use of solutions to scrape data, the use of unsupported devices, attempts to circumvent access controls, or (iii) unreasonable use of data access, such as trying to circumvent limits of API’s, generation of unreasonable load on Tambo’s systems.  

If Tambo provides Support Services at the request of the Customer and Tambo, after beginning the provision of those Support Services, reasonably concludes that Tambo has no obligation to provide those Support Services by virtue of the exceptions set out above, Tambo may levy additional Charges in respect of (i) those Support Services, and (ii) any subsequent Support Services provided in relation to the issue with the consent of the Customer at its standard time-based rates.

Except as expressly and specifically provided in these Terms & Conditions, the Customer assumes sole responsibility for results obtained from the use of the Services by the Customer, and for conclusions drawn from such use. Tambo shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Tambo by the Customer in connection with the Services, or any actions taken by Tambo at the Customer's direction (i) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from the Contract, and (ii) the Services and the Deliverables are provided to the Customer on an "as is" basis.

Nothing in the Contract limits any liability which cannot legally be limited, including but not limited to liability for (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation.

Subject to the previous 2 points, Tambo shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under the Contract. Tambo’s total aggregate liability in contract, tort (including for negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Contract shall be limited to 50% of the total charges paid and/or payable in respect of the relevant Services during the 12 months immediately preceding the date on which the claim arose.

Unless the Customer notifies Tambo that it intends to make a claim in respect of an event within the notice period, Tambo shall have no liability for that event. The notice period for an event shall start on the day on which the Customer became, or ought reasonably to have become, aware of the event having occurred and shall expire 6 months from that date. The notice must be in writing and must identify the event and the grounds for the claim in reasonable detail.

The Customer shall indemnify Tambo against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by Tambo arising out of in connection with (i) any breach of Customer Obligations, or (ii) claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services.

INDEMNITY
Subject always to above stated limitations of liability, Tambo shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Software in accordance with the Contract infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgement or settlement of such claims, provided that (i) Tambo is given prompt notice of any such claim, (ii) the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to Tambo in the defence and settlement of such claim, at Tambo’s expense, and (iii) Tambo is given sole authority to defend or settle the claim.

In the defence or settlement of any claim as covered in the previous paragraph, Tambo may procure the right for the Customer to continue using the Software, replace or modify the Software so that it becomes non-infringing or, if such remedies are not reasonably available, terminate or suspend the Subscription (and the Services) on notice to the Customer without any additional liability to the Customer.

In no event shall Tambo, its employees, agents or sub-contractors be liable to the Customer to the extent that the alleged infringement is based on (i) a modification of the Software by anyone other than Tambo or its representatives, (ii) the Customer's use of the Software in a manner contrary to the instructions given to the Customer by Tambo, (iii) an infringing Third Party Material, or (iv) an infringing Customer Material.

The foregoing states the Customer's sole and exclusive rights and remedies, and Tambo’s (including the Tambo’s employees', agents' and sub-contractors') entire obligations and liability, for infringement of any patent, copyright, trade mark, database right or right of confidentiality.The Customer shall have no rights and remedies in respect of infringement of any third party Intellectual Property Rights except as expressly set out. The indemnity shall apply to losses to the extent that such losses are (i) awarded against the Customer by a court or other body having competent jurisdiction or agreed to be paid (with the consent of Tambo) to the third-party claimant in settlement of a claim relating to an infringement of third party Intellectual Property Rights, and (ii) reasonably and properly incurred legal fees and disbursements, fees levied by any court of competent jurisdiction, arbitrator or mediator, and/or fees and disbursements charged by expert witnesses.

COMMUNICATIONS FROM TAMBO
The Service may include certain communications from Tambo, such as service announcements, administrative messages and newsletters. The Customer understands that these communications shall be considered part of using the Services. As part of Tambo’s policy to provide you total privacy, we also provide the Customer the option of opting out from receiving newsletters from us. However, you will not be able to opt-out from receiving service announcements and administrative messages.

INACTIVE USERS ACCOUNT POLICY
Tambo reserves the right to terminate free user accounts that are inactive for a continuous period of 120 days without notice. In the event of such termination, all data associated with such user account will be deleted.

PROPRIETARY RIGHTS
The Customer acknowledges and agrees that Tambo and/or its licensors own all Intellectual Property Rights in (i) the Software and any associated documentation (excluding the Customer Materials), (ii) all materials provided and/or made available as part of the Services, and (iii) any/all adaptations, add-ons, modifications, updates and/or enhancements to the Software and such materials.

Except as expressly stated herein, the Contract does not grant the Customer any rights to, under or in, any Tambo IPR including patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Software or Services. Tambo confirms that it has all the rights in relation to the Software that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the Contract.

THIRD PARTY CONTENT & SERVICES
A. Authorisation
The Services may integrate and/or interact with Third Party Platforms, including via APIs or browser extensions. For example, the Services may leverage APIs from Amazon.com., Inc., Amazon Services LLC and/or its affiliates (“Amazon”) to integrate with and interact with certain Amazon services, and/or Google Chrome browser extensions. The Amazon name and brand is a registered trademark of Amazon. The Google and Chrome names and brands are registered trademarks of Google.
Tambo has no affiliation, association, endorsement or sponsorship by Amazon, Google or any other third party platforms (collectively, “Third Party Platforms”). It is the Customers responsibility to analyse and interpret any third party terms of service applicable to your use of the Services (collectively, “Third Party Terms”), and you acknowledge that we have no control over, and are not a party to, such terms.
Without limiting the generality of the foregoing, the Customer acknowledges and agrees that in order for the Services to work with certain Third Party Platforms, such as Amazon’s Marketplace Web Services, you must grant us access to your applicable third party account(s), such as your Amazon seller central or vendor central account for Amazon’s Marketplace Web Services. By incorporating Third Party Platforms into your account with us, you authorise Tambo to access to collect, analyse and use data collected by or via Third Party Platforms (“Company Data”), including, without limitation, customer data (“Your Customer Data”).
The Customer represents that you have the rights to access any applicable Third Party Platforms, and that you are an owner or authorised user of the Third Party Platform accounts you authorise Tambo to incorporate. The Customer further agrees and acknowledges that Tambo does not own or operate such Third Party Platforms and we are therefore not responsible for the operations, security, or performance of such Third Party Platforms or Company Data provided thereby.

B. Company data
The Customer grants us the right to use Company Data for the purposes of providing the Services, enhancing our Services, collecting and delivering market insights, predicting outcomes, and other business purposes. Such data may include without limitation sales data and information, pricing, and other similar information, or other information provided for the Services herein. For clarity, this information is not considered confidential information or personal information of yours for purposes of this Agreement.

The Customer represents and warrants that you have all necessary rights, consents and approvals, to grant Tambo this access and this information for such uses.  The Customer further agrees not to provide any Company Data that violates the privacy rights of any individual or intellectual property rights of any third party or to which you do not have rights.

The Customer will retain any and all rights in Company Data subject to your grant to Tambo of a non-exclusive right and licence to use, copy, reproduce, modify, adapt, publish, and display such Company Data, including data from Third Party Platforms in order to provide you with the functionalities and features of the Services.

Tambo will act as a data processor in the downloading and storing of this data. Tambo continuously improves its systems to provide clients with the best experience possible. Any services or improvements resulting from the Customers feedback, the processing of the Customers data, or other exchanges remain property of Tambo and may be retained indefinitely. In the event that the Customer terminates their subscription their Company Data will be deleted within a reasonable period, but any derived data will not. Tambo will have no obligation to supply the Customer with any previously stored data in the event of (i) the client discontinuing their subscription, (ii) any loss of historical data that cannot be reprocessed, and (iii) any request to supply data in a form other than the dashboard(s) the Customer subscribes to. 

C. Customer Data
Except as otherwise set forth herein, Tambo will only collect and process the Customers, Customer Data in order to provide the features and functionalities of the Services. In no event will Tambo sell Customer Data or use it for marketing or promotional purposes. All collection, use, and processing of Customer Data shall comply with all applicable laws, rules and regulations. Tambo shall implement and maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Customer Data provided that the Customer acknowledges that no security measures involving transmission of information on the Internet are perfect. Tambo shall maintain security incident management policies and procedures and shall, to the extent permitted by in law, promptly notify the Customer in the event of any unauthorised access to or disclosure of Customer Data. Tambo shall make reasonable efforts to identify and remediate the cause of such actual or reasonably suspected security breach.

Notwithstanding the foregoing, the Customer agrees that Tambo is free to use and disclose the Customers Company and Customer Data in aggregated, anonymous form for the purposes of general statistical analysis, improvement of its services, and to create reports, evaluations, benchmarking tests, studies, analyses and other work product related to the foregoing; however, Tambo shall not distribute any such aggregated data in a manner that identifies the Customer or is otherwise identifiable as originating from the Customer without the Customers prior, written consent.

Without limiting the foregoing, the Customer expressly represents and warrants that all Customer Data was collected in accordance with your privacy policy, applicable Third Party Platform policies and all applicable laws.

SUBMISSIONS & LICENSED MATERIALS 
Content or communications the Customer transmits to Tambo, including without limitation, any feedback, data, questions, comments, suggestions, in any form or media you submit to via email, the Services or otherwise (to the extent excluding any personal information, collectively, “Submissions”), will be treated as non-confidential and nonproprietary.

By providing any Submission, the Customer (i) grants to Tambo a royalty-free, non-exclusive, perpetual, irrevocable, sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works (including products) from, distribute, and display such content throughout the world in all media and you licence to Tambo all patent, trademark, trade secret, copyright or other proprietary rights in and to such content for publication on the Services pursuant to this Agreement; (ii) agree that Tambo shall be free to use any ideas, concepts or techniques embodied therein for any purpose whatsoever, including, but not limited to, developing and marketing products or services incorporating such ideas, concepts, or techniques, without attribution, without any liability or obligation to the Customer; (iii) grant to Tambo the right to use the name that you submit in connection with such content. In addition, the Customer hereby waives all moral rights you may have in any Public Posting or Submissions.

MODIFICATION OF TERMS
Tambo may change the terms of this Agreement from time to time.  The Customer will be notified of any such changes via email (if you have provided a valid email address) and/or by Tambo posting notice of the changes on the Services (which may consist of publishing the changes on our website).  Any such changes will become effective when notice is received or when posted on the Services, whichever first occurs.  If the Customer objects to any such changes, your sole recourse will be to terminate this Agreement.  Continued use of the Services following such notice will indicate the Customers acknowledgement and agreement to be bound by such changes.

OWNERSHIP
Tambo and/or our vendors and suppliers, as applicable, retain all right, title and interest in and to the Services, the website and all information, content, software, analytics and other software and materials provided by or on behalf of Tambo, including but not limited to all text, images, videos, logos, button icons, audio clips, and the look and feel of the website and our brands and logos, and any data compilations, including without limitation any data input by or on behalf of Tambo or our third party providers, and any data to the extent processed by, or resulting as an output of, the Services, and all Services usage data, statistical data or aggregated data collected or reported with respect to the any part or all of the Services.

MISCELLANEOUS
This is the entire agreement between the Customer and Tambo with regard to the matters described herein and govern the use of the Services, superseding any prior agreements between the Customer and Tambo with respect thereto. The failure of Tambo to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties’ intentions as reflected in the provision, and the other provisions hereof shall remain in full force and effect.  

GOVERNING LAW
The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by, and construed in accordance with the law of England and Wales.

JURISDICTION
Each party irrevocably agrees that 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 Contract or its subject matter or formation. 

You may contact us regarding this Agreement or the Services at support@tambo.io