One off Sale of data

1. About us

1. Company details. StreamDNA Ltd (company number 13263813) (we and us) is a company registered in England and Wales and our registered office is at Old Pockford Vann Lane, Chiddingfold, Godalming GU8 4XU We operate the website https://channelcrawler.com/ (Site).
2. Contacting us. To contact us telephone our customer service team at 0207 765 633 or email support@streamdna.com. How to give us formal notice of any matter under the Contract is set out in 16.2.

2. Our contract with you

1. Our contract. These terms and conditions (Terms) apply to the order by you for the licence of data by us to you (Contract). No other terms are implied by trade, custom, practice or course of dealing.
2. Entire agreement. The Contract is the entire agreement between us in relation to its subject matter. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in the Contract.
3. Language. These Terms and the Contract are made only in the English language.
4. Your copy. You should print a copy of these Terms or save them to your computer for future reference.

3. Definitions

1. Customer System: any information technology system or systems owned or operated by you from which Data is received in accordance with these Terms.
2. Customer User: any employee of you authorised by you to access and use the Services (wholly or in part).
3. Derived Data: any Data (wholly or in part) Manipulated to such a degree that it:
   1. cannot be identified as originating or deriving directly from the Data or the Services and cannot be reverse-engineered such that it can be so identified; and
   2. is not capable of use substantially as a substitute for the Data or the Services.
4. Distribute: to make Data accessible (including the provision of access through a database or other application populated with the Data, reselling, sub-licensing, transferring or disclosing the Data) by any means, including any electronic means.
5. ICO: The UK’s Information Commissioners Office.
6. Licence: the licence granted in 5.
7. Manipulate: to combine or aggregate the Data (wholly or in part) with other data or information or to adapt the Data (wholly or in part).
8. Manipulated Data: any Data which has been Manipulated. Manipulated Data includes any Derived Data.
9. Permitted Use: business analytical use only for the purpose of identifying online influencers (which shall not include the use of the Data and Manipulated Data by, or for the benefit of, any person other than you or your employees).
10. Security Feature: any security feature including any key, PIN, password, token or smartcard.
11. Services: the ability to access, sort through and extract the Data via our Site.
12. Site: our website, namely https://channelcrawler.com.

13. Unauthorised Use: any use of the Data which is not a Permitted Use. This includes, but is not limited to, selling the Data to third parties or making the Data available to the public or any person who is not a Customer User. Unauthorised Use shall also include the use of the Data in contravention of any applicable laws including the Privacy and Electronic Communications (EC Directive) Regulations 2003 and the UK GDPR, or not following all ICO guidance regarding data compliance including the use, control, processing or transferring of Data (not an exhaustive list).

4. Placing an order and its acceptance

1. Use of Services. By using our Site you agree to our website terms of use, and website acceptable use policy. Access to the order page requires you to use our search function to search our database. Different levels of search function are available depending on whether you access our database via our free or subscription service (together, the Services).
2. Placing your order. Please follow the onscreen prompts on the Site to place an order via the order page. You may also place an order with us by sending an email to us with your order details (Email Order), please see 4.5 for the process of ordering by email. Each order is an offer by you to licence from us the data specified in the order (Data) subject to these Terms.
3. Correcting input errors. Our order process allows you to check and amend any errors before submitting your order to us. Please check the order carefully before confirming it. You are responsible for ensuring that your order and any specification submitted by you is complete and accurate.
4. Accepting your order. Our acceptance of your order takes place when you confirm your order on the ordering page and payment has been received by us in full, at which point the Contract between you and us will come into existence.
5. Email Orders. If you place an Email Order with us, your email is an offer by you to licence from us the Data specified in the email subject to these Terms. After you place an Email Order, you may receive an email from us acknowledging that we have received it, but please note that this does not mean that your order has been accepted. Our acceptance of your Email Order takes place when we send an email to you to accept it, at which point the Contract between you and us will come into existence. If we are unable to supply you with the Data in your order for any reason, we will inform you of this by email and we will not process your order.
6. If you are outside the UK or EU. If you are based outside the UK or EU, the Annex Standard Contractual Clauses (see here) and Addendum (see here) are hereby incorporated into these Terms. You must comply with these and have appropriate measures in place to ensure compliance with data protection laws and regulations.

5. Data Licence

1. Upon accepting your order, the Data will be made available to you in the form of a downloadable .CSV (or similar) file.
2. Subject always to you complying with the Customer User Restrictions in 5.4, upon acceptance of your order we grant to you a limited-term, non-exclusive, non-transferable, revocable, worldwide licence for the Permitted Use only, to:
   1. access and view the Data and create Derived Data;
   2. store the Data and Manipulated Data on the Customer System; and
   3. Distribute the Data and Manipulated Data to Customer Users using a Customer System to access the Site or Data.
3. Except as expressly provided in these Terms, you shall not:
   1. use the Data (wholly or in part) in your products or services; or
   2. redistribute the Data (wholly or in part).
4. You must observe the following restrictions (Customer User Restrictions), namely that you shall:
   1. limit access to the Data and Services to the Customer Users;
   2. only make copies of the Data to the extent reasonably necessary for the following purposes: back-up, mirroring (and similar availability enhancement techniques), security, disaster recovery and testing;
   3. not use the Services for any purpose contrary to any law or regulation or any regulatory code, guidance or request;
   4. not extract, reutilise, use, exploit, Distribute, disseminate, copy or store the Data for any purpose not expressly permitted in these Terms; and
   5. not do anything which may damage the reputation of us, the Data or the Services, including by way of using the Data (wholly or in part) in any manner which is pornographic, racist or that incites religious hatred or violence.
   6. You proactively avoid Unauthorised Uses of the Data, including by following ICO’s guidance.
5. If you are based outside the UK or EU, the Annex Standard Contractual Clauses and Addendum are hereby incorporated into these Terms. You must comply with these and have appropriate measures in place to ensure compliance with data protection laws and regulations.
6. We reserve the right to amend the specification of the Data if required by any applicable statutory or regulatory requirement.

6. Refund

1. Once the Contract comes into existence between you and us and the Data has been made accessible to you, you acknowledge and agree that we are under no obligation to provide a refund to you. If you are dissatisfied with the Data made available to you under the Contract, please contact us by sending an email to sales@streamdna.com and we will take your complaint seriously.

7. Unauthorised use

1. If any Unauthorised Use is made of the Data or Services and such use is attributable to the act or default of, or through, you (including breach of any Customer User Restrictions) then, without prejudice to our other rights and remedies, you shall take all reasonable actions as we require to minimise any losses suffered, including granting us auditing rights.

8. Security and passwords

1. You shall ensure that the Data is kept secure, and shall implement security practices and systems to prevent, and take prompt and proper remedial action against, unauthorised access, copying, modification, storage, reproduction, display or distribution of the Data.
2. Where we use Security Features in relation to the Services (wholly or in part), the Security Features must, unless we notify you otherwise, be kept confidential by you and not be lent, shared, transferred or otherwise misused.
3. If you become aware of any misuse of any Data, or any security breach in connection with these Terms that could compromise the security or integrity of the Data or otherwise adversely affect us or if you learn or suspect that any Security Feature has been compromised, revealed to or obtained by any unauthorised person:
   1. you shall, at your expense, promptly notify us and fully co-operate with us to remedy the issue as soon as reasonably practicable; and
   2. we may suspend your rights under this agreement until the misuse or security breach or unauthorised disclosure or compromise of the Security Features is remedied.
4. You agree to co-operate with our reasonable security investigations.
5. We may change Security Features on notice to you for security reasons.

9. Intellectual property rights ownership

1. You acknowledge that:
   1. all database rights in the Data are the property of us or our licensors, as the case may be;
   2. you shall have no rights in or to the Data other than the right to use them in accordance with the express terms of this Contract; and
   3. we have made and will continue to make substantial investment in the obtaining, verification, selection, co-ordination, development, presentation and supply of the Data.
2. You shall co-operate with us to protect our goodwill and reputation.

10. Fees

1. The fees for licensing the Data (Fees) will be as quoted on our site at the time you submit your order. We take all reasonable care to ensure that the Fees are correct at the time when the relevant information was entered onto the system. However, please see 10.4 for what happens if we discover an error in the price of your order.
2. The Fees may change from time to time, but changes will not affect any order you have already placed.
3. The Fees must be paid in advance and include VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.
4. It is always possible that, despite our reasonable efforts, your order summary on our site or email order may be incorrectly priced. If we discover an error in the price of your order we will contact you to inform you of this error and we will give you the option of amending the Fees owed to us (by either making a request for further payment if the correct price is higher than any Fees you’ve already paid, or by refunding you the difference in Fees if the correct price is lower) or revoking the licence and terminating this Contract. We will not take any action until we have your instructions. If we are unable to contact you using the contact details you provided during the order process, we will treat the order as cancelled and notify you in writing.

11. How to pay

1. Subject to 11.2, you can pay the Fees by debit card or credit card through our third party payment provider, Stripe. If you are paying by Stripe you acknowledge and agree to Stripe’s own terms (https://stripe.com/gb/legal/end-users) and privacy policy (https://stripe.com/gb/privacy).
2. If you place an Email Order with us, you may also pay the Fees by invoice, however you agree that we may charge an additional fee if you choose to pay using this method.
3. You warrant that you are the owner of, or have been duly authorised by the owner of, the bank card used to pay the Fees in 11.1.

12. Warranties

1. The Data is intended for use only in the UK. We do not warrant that the Data complies with the laws, regulations or standards outside the UK.
2. Except as expressly stated in these Terms, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.
3. Without limiting the effect of 12.2, we do not warrant that:
   1. the supply of the Services will be free from interruption;
   2. the Data is accurate, up to date, complete, reliable, secure, useful, fit for purpose or timely; or
   3. the Data has been tested for use by our customers or any third party or that the Data will be suitable for or be capable of being used by you or any third party.

13. Our liability: your attention is particularly drawn to this clause

1. References to liability in this 13 include every kind of liability arising under or in connection with the Contract including but not limited to liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
2. We only make the Data accessible for use by your business for research and analytical purposes, and you agree not to use the Data for any resale purposes.
3. Nothing in these Terms limits or excludes our liability for:
   1. death or personal injury caused by our negligence;
   2. fraud or fraudulent misrepresentation;
   3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 (title and quiet possession); or
   4. any other liability that cannot be limited or excluded by law.
4. Subject to 13.3, we will not in any circumstances be liable whether in contract, tort (including for negligence and breach of statutory duty howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:
   1. any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;
   2. any loss or corruption (whether direct or indirect) of data or information;
   3. loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); or
   4. any loss or liability (whether direct or indirect) under or in relation to any other contract.
5. Subject to 13.3, our total liability to you for all losses arising under or in connection with the Contract will in no circumstances exceed 80% of the Fees or £1,000, whichever is lowest.
6. Except as expressly stated in these Terms, we do not give any representations, warranties or undertakings in relation to the Data. Any representation, condition or warranty which might be implied or incorporated into these Terms by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Data is suitable for your purposes
7. You agree to indemnify us, keep us indemnified, and hold us harmless against all liabilities, losses, damages, costs, claims and expenses suffered or incurred by us arising out of or in connection with any breach, or alleged breach, by you of these Terms.

14. Termination

1. Without limiting any of our other rights, we may revoke the licence to you, or terminate the Contract with immediate effect by giving written notice to you if:
   1. you commit a material breach of any term of the Contract and (if such a breach is remediable) fail to remedy that breach within 30 days of you being notified in writing to do so;
   2. you fail to pay any amount due under the Contract on the due date for payment;
   3. you suspend, threaten to suspend, cease or threaten to cease to carry on all or a substantial part of your business; or
   4. your financial position deteriorates to such an extent that in our reasonable opinion your capability to adequately fulfil your obligations under the Contract has been placed in jeopardy.
2. Termination of the Contract shall not affect your or our rights and remedies that have accrued as at termination.
3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

15. Events outside our control

1. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Contract that is caused by any act or event beyond our reasonable control (Event Outside Our Control), which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism and government action.
2. If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract:
   1. we will contact you as soon as reasonably possible to notify you; and
   2. our obligations under the Contract will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control. Where the Event Outside Our Control affects our delivery of Data to you, we will arrange a new delivery date with you after the Event Outside Our Control is over.
3. You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 30 days. To cancel please contact us. If you opt to cancel, you will delete or destroy any relevant Data you have already received and we will refund the price you have paid, including any delivery charges.

16. Communications between us

1. When we refer to "in writing" in these Terms, this includes email.
2. Any notice or other communication given under or in connection with the Contract must be by email. A notice or other communication is deemed to have been received if sent by email, at 9.00 am the next working day after transmission.
3. In proving the service of any notice, it will be sufficient to prove that such email was sent to the specified email address of the addressee.
4. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

17. General

1. Assignment and transfer.
   1. We may assign or transfer our rights and obligations under the Contract to another entity by posting on this webpage if this happens.
   2. You may only assign or transfer your rights or your obligations under the Contract to another person if we agree in writing.
2. Variation. Any variation of the Contract only has effect if it is in writing and signed by you and us (or our respective authorised representatives).
3. Waiver. If we do not insist that you perform any of your obligations under the Contract, or if we do not exercise our rights or remedies against you, or if we delay in doing so, that will not mean that we have waived our rights or remedies against you or that you do not have to comply with those obligations. If we do waive any rights or remedies, we will only do so in writing, and that will not mean that we will automatically waive any right or remedy related to any later default by you.
4. Severance. Each paragraph of these Terms operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
5. Third party rights. The Contract is between you and us. No other person has any rights to enforce any of its terms.
6. Governing law and jurisdiction. This Contract is governed by English law and each party irrevocably agrees to submit all disputes arising out of or in connection with this Contract to the exclusive jurisdiction of the English courts.