Be Rota Limited

Terms of Use - Software Users

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The following Terms of Use for Software Users ("Terms") apply to your use of the Be Rota website ("Be Rota Platform") which is owned and maintained by Be Rota Limited ("Be Rota"; "we", "us" and, “our”). Users are referred to in these Terms as "you"/"your". When you accept these terms, you confirm that you are duly authorised on behalf of the Client. Please read these Terms carefully. By using the Be Rota Platform you agree that you have read, understood and agree to these Terms (each as amended from time to time). If you do not agree to these Terms you must not use the Be Rota Platform. You also warrant that the information submitted in signing up is correct and accurate to the best of your knowledge.

IF YOU ARE USING THE BE ROTA PLATFORM THEN YOUR COMPANY HAS GIVEN CONSENT TO THESE TERMS.

Property of Be Rota Limited

Following acceptance of these Terms of Use - Software Users you may access and use the Rota Platform. The copyright, database rights and andy other intellectual property rights in the programs and data which constitute this software product, are and remain the property of Be Rota Limited.

Definitions The following terms as used in these Terms have the following meanings:

“Be Rota Platform” means the online platform and Services managed by Be Rota Limited and provided through the Website, App(s) and other properties;

“Client”, “you”, “yours” means the corporate entity or organisation ordering the Service(s);

“Client Data” means any data, information or material provided or submitted by or on behalf of the Client to Be Rota Limited and/or the Service or generated by the Service in the course of using the Service including but not limited to employee data held in the Service;

“Content” means the documents, software, materials, products and services contained or made available to the Client in the course of using the Service;

“Defect” means an error in the operation of the Service that causes the Service to fail to operate substantially as documented;

“Effective Date” means the date upon which these Terms are accepted by the Client;

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights (including rights in computer software), trade marks, service marks, trade names, domain name rights, database rights, design rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

“Law” means any applicable law (statutory, common or otherwise), legislation (primary or secondary), statutory provision, statutory instrument, constitution, treaty, convention, ordinance, equitable principle, code, directive, edict, decree, rule, order, requirement, regulation, guidance, executive order, or other similar authority issued, enacted, adopted, promulgated, implemented, applied, or otherwise put into legal effect by or under the authority of any governmental entity in any relevant jurisdiction;

“Rota Technology” means all the proprietary technology used in delivering the Service (including the software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to the Client by Be Rota Limited in providing the Service;

“Service(s)” means the online services developed, operated, and maintained by Be Rota Limited (and its licensors, where applicable), or ancillary online or offline products and services provided to the Client by Be Rota Limited, to which the Client is being granted access under these Terms, including the Rota Technology and the Content;

“Terms” means this Terms of Use for Software Users which may be amended by Be Rota Limited from time to time in accordance with its terms;

“User(s)” means the Client’s employees, representatives, consultants, contractors or agents who are authorised to use the Service and have been supplied user identifications and passwords by the Client (or by Be Rota Limited at the Client's request); and

“Website” means: app.rota.com, rota.com

Registration

Upon signing up for the Service and at subsequent times as requested by Be Rota, you agree to provide to Be Rota your true, accurate, current, and complete personal name and/or business name, admin name, billing address, the addresses where the Service will primarily be used, email address, contact phone number, credit/debit card information, and other data which may be necessary to administer your account (collectively, “Registration Data”). You represent and warrant that the information you provide is accurate, current, and complete, and agree to promptly update any of the information if it changes.

If you provide Registration Data that is, or that Be Rota suspects to be, false, inaccurate, not current, incomplete, fraudulent, or otherwise unlawful, Be Rota has the right, in its sole discretion, to suspend or terminate the Service and refuse any and all current or future use of the Service by you, your business(es), affiliates and all users of your account. At all times, you shall maintain and promptly update Registration Data.

Licence Grant and Restrictions

Subject to and conditional upon the Client's compliance with these Terms, Be Rota hereby grants to the Client a non-exclusive, limited, personal, revocable, non-transferable, right to use the Service, solely for the Client's own internal business purposes, subject to the terms and conditions of these Terms.

All rights not expressly granted to the Client are reserved by Be Rota and its licensors.

The Client may not access the Service if they are a direct competitor of Be Rota or any of Be Rota’s businesses or associated companies, except with Be Rota's prior written consent.

In addition, the Client may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes. The Client shall not: (i) license, sublicense, sell, resell, transfer, assign, rent, lease, export, import, act as an intermediary or provider, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service.

The Client may use the Service only for internal business purposes and shall not (not authorise any third party to): (i) store infringing, obscene, threatening, libellous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (ii) store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iii) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (iv) attempt to gain unauthorised access to the Service or its related systems or networks.

Be Rota, in our sole discretion, reserves the right to add, remove, or modify features or functions, or to provide fixes, updates and upgrades, to the Be Rota Platform and the Service. You acknowledge and agree that Be Rota has no obligation to make available to you any subsequent versions of the Be Rota Platform or the Service. In addition, you and Be Rota acknowledge that no third-party has any obligation whatsoever to furnish maintenance or support services with respect to the Be Rota Platform or the Service and that Be Rota is solely responsible for the provision of maintenance and support as provided in these Terms and to the extent such maintenance and support is required under applicable Law.

The Be Rota Platform and the Service may be integrated with third party applications, websites, and services (“Third Party Services”) to make available content, products, and/or services to you. These Third Party Services may have their own terms and conditions of use and privacy policies and your use of these Third Party Services will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Be Rota does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Services or for any transaction you may enter into with the provider of any such Third Party Services.

Client Responsibilities

The Client is solely responsible for all activity occurring under their User accounts and shall abide by all applicable Law in connection with their and their Users’ use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall: (i) notify Be Rota immediately of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to Be Rota immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Client or their Users; and (iii) not impersonate another Be Rota Platform User or provide false identity information to gain access to or use the Service.

You shall not use Be Rota Platform or the Service for any illegal, fraudulent, improper, or abusive purpose or in any way that interferes with Be Rota's ability to provide a high quality Service to other clients, prevents or restricts other clients from using the Service, or damages any of Be Rota's or other clients’ property. If Be Rota finds that you are using the Service for anything other than as permitted by these Terms or for any of the prohibited uses in these Terms, Be Rota may at our sole discretion terminate your Service with immediate effect. Prohibited uses include, but are not limited to:

You further understand and agree that:

As you will be submitting and providing Client Data which may contain the personal data (and potentially sensitive personal data (as such terms are defined under the Act)) of Users and third parties, you acknowledge and accept that you are solely responsible for obtaining all required consents, authorisations and permissions from such Users and third parties to enable you to provide such information to us and to grant to us the rights set forth in these Terms and the privacy policy. It is your responsibility to ensure that all such Users and third parties are aware of and accept these Terms and the privacy policy and that you have obtained explicit consent of Users to our processing any of their sensitive personal data in accordance with these Terms and the privacy policy. You may not provide us with any Client Data or other information containing personal data of Users or third parties unless and until you have obtained all necessary consents, authorisations and permissions to do so.

Liability

While Be Rota reserves the right in its sole discretion to remove User Content or other material from the Be Rota Platform from time to time. Be Rota does not assume any obligation to do so and to the fullest extent permitted by law, excludes any liability for failing to take any such action.

You agree that the Be Rota Platform is provided without warranty and we do not warrant or represent that the Be Rota Platform’s operation will be uninterrupted or error free. We do not make any warranty as to the accuracy or reliability of any information obtained through the Be Rota Platform.

The Be Rota Platform may contain links to other websites. We accept no responsibility or liability for any material supplied or contained on any third party website which is linked from or to the Be Rota Platform, or any use of personal data by such third party or any use by any person of any services provided by any such third party.

We shall only be liable to you for loss or damage caused directly and reasonably foreseeable by our breach of these Terms and our liability in these circumstances is limited as set out below.

In no event shall we, persons who act on our behalf, and/or persons we enter into contracts with be liable for any of the following types of loss or damage arising under or in relation to these Terms (whether in contract, tort (including, without limitation, negligence) or otherwise):

any loss of profits, goodwill, business, contracts, revenue or anticipated savings even if we are advised of the possibility of such loss of profits, goodwill, business, contracts, revenue or anticipated savings;

any loss or corruption of data; or

any loss or damage whatsoever which does not stem directly from, or which results only as a consequence of, any loss or damage caused by our breach of these Terms.

Notwithstanding the above, our total liability (whether in contract, tort, negligence or otherwise) to you, for any loss or damage shall, be limited to £1 million.

Nothing in these Terms shall exclude or limit our liability in respect of death or personal injury caused by negligence or fraud (including fraudulent misrepresentation) or any other liability which cannot by law be limited or excluded.

The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply in any and all circumstances.

Intellectual Property Ownership

You hereby grant to Be Rota a perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, non-transferable (except in connection with an assignment of this Terms) licence to copy, store, share, record, transmit, display, view, print, and use Client Data to the extent required to provide or improve The Be Rota Platform and the Service and in accordance with our privacy policy.

Be Rota alone (and its licensors, where applicable) shall own all rights, title and interest, including all related Intellectual Property Rights, in and to the Rota Technology, the Content, and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service. These Terms are not a sale and do not convey to the Client any rights of ownership in or related to the Service, the Rota Technology or the Intellectual Property Rights owned by Be Rota. The Be Rota name, the Be Rota logo, and the product names associated with the Service are trademarks of Be Rota or third parties, and no right or licence is granted to use them.

You are only entitled to the limited use of the rights expressly granted to you in these Terms. You will not take any action to jeopardise, limit, restrict or interfere with Be Rota’s Intellectual Property Rights or do any other action or thing which otherwise has the effect of jeopardising, limiting, restricting or interfering with Be Rota's ownership or use of such Intellectual Property Rights. You acknowledge and agree that any unauthorised use of the Rota Technology and the Content is a breach of these Terms, as well as a breach of applicable intellectual property laws. You acknowledge and understand that all title and rights in and to any third party content that may be accessed through the Be Rota Platform or the Service is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.

Indemnity

The Client agrees to indemnify, defend and hold harmless Be Rota and its officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers and employees from and against any and all claims, losses, expenses or demands of liability, including reasonable legal fees and costs incurred by Be Rota in connection with any claim by a third party (including an intellectual property claim) arising out of: (i) the materials and content you or your Users submit, post or transmit through the Be Rota Platform, or (ii) Your or your User’s use of the Be Rota Platform or Service in violation of these Terms or in violation of any applicable law.

Term

Be Rota reserves the right, at its sole discretion, to immediately terminate your access to all or part of the Be Rota Platform, to remove your User Account and/or any User Content posted by or about you, from the Be Rota Platform, with or without notice if Be Rota determines that you are not eligible to use the Be Rota Platform or if you have violated any of these Terms.

Be Rota reserves the right, at its reasonable discretion, to apply procedures to detect and prevent breaches of these Terms or to monitor use of the Be Rota Platform generally. These Terms will remain in full force and effect while you are a user of the Be Rota Platform. Be Rota reserves the right to close your User Account and terminate these Terms with you at any time. Be Rota reserves the right to close your User Account and terminate these Terms with you at any time after a significant duration of inactivity. If Be Rota terminates your User Account because of a breach by you of these Terms, you agree that you will not seek to register with the Be Rota Platform again, whether using the same or a different identity to that under which you were originally registered.

Changes to these Terms

Be Rota reserves the right to modify the terms and conditions of these Terms or its policies relating to the Service at any time. Such modified terms and conditions will be issued or made available to the Client electronically via email or the Website and shall be deemed effective 12 hours after electronic delivery or notification. Continued use of the Service after any such changes shall constitute the Client’s consent to such changes.

Privacy

You agree that any and all personal information you provide to us may be collected, stored, processed and used in accordance with our current Privacy Policy which can be found at https://rota.com/privacy-policy/

If any of the terms and conditions in these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the rest of these terms and conditions shall remain in full force and effect.

Only you and Be Rota Platform shall be entitled to enforce these Terms. No third party shall be entitled to enforce any of these terms and conditions, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 or otherwise.

These Terms set out the entire agreement between you and us with respect to your use of the Be Rota Platform and supersedes any and all representations, communications and prior agreements (written or oral) made by you.

These Terms are governed by the law of England and Wales. In the event of any matter or dispute arising out of or in connection with these Terms, you and we shall submit to the exclusive jurisdiction of the courts of England and Wales.

Force Majeure

In these Terms, “force majeure” shall mean any cause preventing Be Rota from performing any or all of Be Rota’s obligations which arise from or are attributable to acts, events, omissions or accidents beyond Be Rota’s reasonable control including without limitation strikes, lock-outs or other industrial disputes, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, interruption or failure of utility service, including but not limited to electric power, gas or water or default of suppliers or sub-contractors. Be Rota shall not be in breach of these Terms t if it is subject to a force majeure event, provided that it uses reasonable endeavours to notify you in writing of the nature and extent of the force majeure event causing Be Rota’s failure or delay in performance.

Company Information

Be Rota is a limited company registered in England and Wales (Company No. 09772134) whose registered office is Devonshire House, 60 Goswell Road, London, EC1M 7AD.

Should you have any questions about these Terms or wish to contact Be Rota for any reason whatsoever, please contact Be Rota by email at helpdesk@rota.com.

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