Gleanly Beta Terms and Conditions and Non-Disclosure Agreement

These Terms and Conditions ("Terms" or "Terms and Conditions") govern all use of the Glean.ly services, the websites www.Glean.ly and app.glean.ly and all other subdomains under glean.ly (the "Platform"),  offered by Glean.ly Limited incorporated and registered in England and Wales with company number 11302009 whose registered office is at 15 Ptarmigan Heights Ptarmigan Heights, Reading, England, RG12 8AB  (“Glean.ly”); by you, your company, and anyone that is given access to your repository (“Company”).

(each a “
party” and together the “parties”)

If you do not agree to these Terms and Conditions, please do not use the Service or the Site, or register as a member.

Please also see our Privacy and Data Protection Policy for information about how we collect and use your personal data.

Background

  1. Glean.ly is the developer of a UX research repository (“Platform”).
  2. Glean.ly has agreed to provide the Company with access to the Platform and certain information owned by Glean.ly and obtained by the Company relating to the Platform (however recorded or preserved and in any form or medium) (“Glean.ly Information”) for the purposes of evaluating the Platform, for use in the Company’s business, and/or storing research information (“Objective”) on the terms and subject to the conditions set out in this Agreement.
  3. Access for Company’s representatives or clients will be granted via an email and password and will be considered bound to the terms of this document and part of the Company no matter their affiliation.
  1. Licence
  1. Glean.ly hereby grants to the Company, a personal, non-transferable, non-exclusive licence to access and use the Platform solely for the purposes of the Objective.
  2. The Company acknowledges and agrees that the Platform may automatically “time out” (that is to say, cease to operate) if they do not start or continue payments for access to the Platform.
  3. This licence may be terminated upon seven (7) days by Glean.ly giving written notice if the Company is in breach of any of its obligations under this Agreement. The licence may be terminated by the Company by using the automated options offered on the Platform or upon seven (7) days written notice.
  4. Following termination of this licence however arising, and at the request of the Company, Glean.ly will provide the Company with a copy of any content or data uploaded to or generated by the Platform as a result of the Company’s use. Such content or data shall be provided in such format and on such media or by such means as Glean.ly shall determine and/or destroyed at the Companies request.
  5. If the Company chooses to terminate or stop using the Platform during a period that has been paid for this will not result in the right to request the payment be returned for unused time.
  6. The Company acknowledges and agrees that the Platform is an “beta version” and is provided to the Company on an “as is” and “as available” basis. Glean.ly does not guarantee that access to and use of the Platform will be uninterrupted or error-free or that Glean.ly will correct any or all errors in the Platform identified by the Company. No representations, conditions, warranties or other terms of any kind are given in respect of the Platform or the Glean.ly Information, and all statutory warranties and conditions are excluded to the fullest extent possible.
  7. The Company is solely responsible for any and all content uploaded to or created within the Platform and agrees to defend Glean.ly against any claim and fully indemnify Glean.ly from any damages, liabilities, costs and expenses arising out of or in connection with any such content.
  8. The Company undertakes that it will not upload any content or data to the Platform comprising “personal data” (as defined in article 4(1) of Regulation (EU) 2016/679 (the General Data Protection Regulation)) such that the Company would be rendered a processor as defined under such legislation.
  9. Except for any liability which cannot be excluded or limited by applicable law, Glean.ly shall have no liability of any kind in any circumstances whatever to the Company in respect of the Platform or any Glean.ly Information greater than the limit set out in clause 1.10. In particular, Glean.ly shall have no liability in any circumstances whatever for any data loss or corruption and the Company agrees that it has sole responsibility for protecting its data during use of the Platform.
  10. Subject to clause 1.9. in the event that Glean.ly shall be found liable to the Company for any reason, the sums payable to the Company in respect of such liability shall not in any circumstances exceed £500 GBP.

  1. Non-disclosure agreement
  1. In consideration of the mutual promises and obligations set out in this Agreement:
  1. the Company undertakes that it will respect and preserve the confidentiality of the Glean.ly Information and that it will not use or exploit in any way the Glean.ly Information, except for or in connection with the Objective, for a period of ten years after the date of such disclosure (subject to clause 2.3 below); and
  2. Glean.ly undertakes that it will respect and preserve the confidentiality of any confidential or proprietary information or trade secrets (however recorded or preserved and in any form or medium) relating to the Company which has been disclosed to or obtained by Glean.ly in connection with this Agreement which is labelled as such or which should reasonably be considered confidential because of its nature and the manner of its disclosure (“Company Information”).
  1. Neither party shall, without the prior written consent of the other party:
  1. communicate or otherwise make available the Glean.ly Information or Company Information (as appropriate) to any third party; or
  2. use the Glean.ly Information or Company Information (as appropriate) itself for any commercial, industrial or other purpose other than in connection with the Objective; or
  3. copy, adapt, or otherwise reproduce the Glean.ly Information or Company Information (as appropriate) save as strictly necessary for the purposes of the Objective.
  1. The Company may disclose the Platform and Information or any part thereof to such of its personnel who need access to the Platform and the Information in connection with the Objective. In such an event the Company agrees to ensure, before such disclosure, that such personnel are made aware of the confidential nature of the Platform and Information and understands that they are bound by conditions of secrecy no less strict than those set out in this Agreement.
  2. The obligations contained in this clause 2 shall not apply, or shall cease to apply, to such part of the Glean.ly Information or Company Information (as appropriate) as the party that disclosed it can show to the reasonable satisfaction of party that received it:
  1. has become public knowledge other than through the fault of that party or those of its personnel to whom it has been disclosed;
  2. was already known prior to its disclosure; or
  3. has been received from a third party who neither acquired it in confidence nor owed the party that disclosed it a duty of confidence in respect of it.
  4. legal counsel to one of the parties to this Agreement.
  1. Property Rights
  1. Glean.ly owns the Platform, Information related to Glean.ly and all related documentation. The Company acknowledges that any disclosure pursuant to this Agreement shall not confer on the Company any intellectual property or other rights in relation to the Platform or the Information other than its right to access and use the Platform under clause 1.1.
  2. Glean.ly acknowledges and agrees that Company owns and shall retain exclusive interest in and full ownership of Company Information and any data uploaded by Company to the Platform.
  3. If a third party notifies the Company of any claim that the use of the Platform infringes any right of a third party, the Company agrees to immediately notify Glean.ly. If any such claim is made to the Company or Glean.ly, the Company shall, at Glean.ly’s request, immediately cease use of the Platform. If Glean.ly is unable to allow the Company to continue access to the Platform, the provisions of clause 1.3 shall apply.

  1. General
  1. Neither party shall export, directly or indirectly, any technical data acquired from the other party under this Agreement (or any products, including software, incorporating any such data) in breach of any applicable laws or regulations (“Export Control Laws”), including export laws and regulations in the United Kingdom or United States, to any country for which the United Kingdom, United States or any other government or any agency thereof at the time of export, requires an export licence or other governmental approval without first obtaining such licence or approval.
  2. The person entering this Agreement on behalf of the Company confirms that they are authorised to enter into this Agreement on the Company’s behalf, and to bind the Company to its terms and conditions.
  3. Any reference to “writing” or “written” includes e-mail but not fax or any other form of electronic communication except where expressly provided to the contrary.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. However, Glean.ly may enforce the Company’s obligation of confidence in the courts of any jurisdiction having competence to issue an injunction directly enforceable against the Company.

This agreement has been entered into on the date of the Companies account being created and the checking the tick box that reds “I confirm that I have read and agree to Gleanly’s terms and conditions…”