Table of Contents
- 1. Scope of Application Services
- 2. Access Rights of the Customer
- 3. Use of the Application and Suspension
- 4. Terms of Data Processing
- 5. Intellectual Property Rights and Rights of Use with Respect to Customer Data
- 6. Fees and Payment Terms
- 7. Warranty Liability for Defects
- 8. Liability for Damages
- 9. Duration and Termination Rights
- 10. Confidentiality
- 11. Applicable Law and Jurisdiction
- 12. Final Provisions
1. Scope of Application Services
1.1. Figures makes available to the Customer the Application on servers owned or controlled by Figures for use by the Customer via the Internet.
1.2. Customer is informed that Figures’s control of IT systems deployed for making the Application available for use by Customer ends at the interface between the data network operated by Figures and the IT infrastructure of the internet and/or Customer's IT systems. Figures does not owe the establishment, maintenance or operation of IT infrastructure of the Internet or of data connections between the internet and Customer's IT systems.
1.3. The Customer accepts that Figures may change the Application from time to time and that no warranty, representation or other commitment is given in relation to the continuity of any functionality of the Application.
1.4. The Application is accessible through the Internet by means of publicly available web browsers and software, and Figures makes reasonable efforts to keep the Application available for Customer via the Internet on a 24 hours seven days per week basis. However, Figures does not warrant, and is not responsible, for ensuring that the Application will be available to the Customer at all times during the use of the Application by the Customer. Figures will perform a daily backup of data entered by the Customer on the Application. For the duration of the Customer use of the Application, Figures will maintain a continuous archive of all data entered by the Customer on the Application.
2. Access Rights of the Customer
2.3. Furthermore, the Customer agrees that its use of the Application is subject to it submitting to Figures a response to a data questionnaire providing specific Customer Contact Data for administration and execution of the provision of the services as well as specific Customer Employee Data and Customer Business Data to be processed by Figures in connection with the Application (the “Customer Data”), the details of which can be found in Figures’s Data Processing Terms.
2.4. Customer warrants that:
a) the Customer Data are in all material respects complete, accurate and up-to-date, and
2.5. Failure to provide the requested Customer Business Data within 30 (thirty) days of the activation of the Application may result in the early termination of the services by Figures to Customer. The activation is defined as the date on which Customer’s first Figures user account is created, which is evidenced by a welcome email being sent by Figures to Customer notifying that Customer may log on to the Application and start using its services.
3. Use of the Application and Suspension
3.1. Use of the Application by the Customer and Authorised Users is subject to the following obligations:
(i) Customer shall not allow any third parties other than Authorised Users to access or use the Application, and shall procure that Authorised Users will comply with that obligation themselves.
(ii) Customer shall procure that all Authorised Users use the Application solely for the account of Customer, in accordance with the technical documentation and instructions provided by Figures, and only for the purposes permitted in accordance with Section 5 below.
(iii) Customer shall immediately end any Authorised User's right to access and use the Platform if the Authorised User ceases its employment or other relationship with the Customer (whereupon Customer may create a new user account for another Customer employee instead).
(iv) Without limiting the generality of the foregoing subsection 5.1(ii), Customer shall not, and shall procure that Authorised Users shall not access the Application to:
- extract all or part of information stored on databases connected to the Application, (in particular databases for benchmarking market data) and made available through the Application by means of software tools or other technical solutions;
- create any product or service that competes with the Application or commercialise the Application in any way;
- modify, adapt, sublicense, translate, sell, reverse engineer, decompile or disassemble all or part of the software code of the Application;
- commit any illegal activities or activities directed at violating the rights of third parties;
- commit any activities directed at violating the security, integrity, or availability of other users of the Application, or of networks, computers or communication systems;
- distribute, publish, send, or facilitate the sending of unsolicited mass emails or other messages, promotions, advertising, or solicitations (“spam”).
(v) Customer shall report to Figures any anomaly and/or any errors and/or malfunctions detected while using the Application.
4. Terms of Data Processing
4.1. Both Parties agree to comply at all times with the GDPR and any other applicable data protection legislation (the “Data Protection Legislation"). As part of the provision of the Application, Figures collects and processes specific personal data of customer employees as well as specific business data related to the Customer. The processing of such data by Figures is governed by the confidentiality obligations and the data security terms provided in Figures’s Data Processing Terms.
4.2. Further information on the processing of personal data by Figures in connection with the Application is provided in Figures's Privacy Notice.
5. Intellectual Property Rights and Rights of Use with Respect to Customer Data
5.1. All work results incorporated into the Application, including without limitation, the software code of the Application, the text, comments, illustrations, graphic presentations, images and illustrations, animated or non-animated images, video sequences, sounds, and more generally all elements reproduced and made available to Customer as part of the Application are or may be protected by copyrights, trademark rights and/or other intellectual property rights (jointly: "Intellectual Property Rights"). Figures retains all ownership of Intellectual Property Rights to elements of the Application to the extent created by Figures or assigned to Figures by third parties. Figures retains all rights of use with respect to elements of the Application licensed by third parties. Further, Figures retains unrestricted ownership with respect to the methods, know-how, techniques, computer tools and software used by Figures to generate statistical market benchmark data that may be made available to Customer as part of the content of the Application.
5.2. Figures grants Customer a non-exclusive, non-transferable, non-sub-licensable right for the duration of the use of the Application by Customer, with worldwide reach, solely for accessing the content of the Application for internal purposes of Customer. The right of use granted to the Customer includes the right to print out, reproduce and communicate all data displayed on dashboards included in the Application (related to the Customer or Customer's employees or related to statistical market benchmark data), provided that any such information is always kept within the organisation of Customer.
5.3. Customer expressly undertakes, not to:
- copy, modify, improve, translate, reproduce, decompile, create derivative works, or reverse engineer the software code of the Application (except for temporary copies in random access memories of workstations used by Authorised Users for accessing the Application over the Internet);
- extract, copy, modify, improve, translate, reproduce, decompile, create derivative works, or reverse engineer any statistical market benchmark data generated by Figures in connection with the Application and stored on databases owned or controlled by Figures, except in any way that is part of the functionality of the application (e.g. Share or Export functionality made available to the Customer) and/or done with prior approval from the Figures team and ;
- sell, assign, sublicense, or make available, in any way whatsoever, any content displayed as part of the Application in any form and by whatever medium to third parties (other than Customer).
5.4. Upon termination or expiry of its access to the Application, Customer commits to refrain from accessing the Application and shall ensure that its Authorised Users do the same.
5.5. With respect to the specific Customer Employee Data and Customer Business Data to be submitted by the Customer in accordance with Section 2.2 above for processing in connection with the Application, Customer grants Figures a non-exclusive right to use such data for purposes of:
- generating overviews and reports made available exclusively to Customer by means of dashboards displayed as part of the Application and
- generating aggregated statistical benchmarking data to be stored on separate databases accessed by the Application for display of aggregated market benchmarks both to Customer and other users of the Application in accordance with Figures's Data Processing Terms
5.6. Unless otherwise agreed between the Parties and throughout the use of the Application by Customer, Customer grants Figures a non-transferable, non-assignable and non-exclusive right, free of charge and revocable at any time, to use the logo and/or the name of the Customer as a reference to the collaboration of the Parties and for self-promotion purposes by Figures whether on Figures's website and/or in its commercial documents (e.g. sales deck).
6. Fees and Payment Terms
6.1. Access to the standard functionality within the Application (as described on Figures’s website during the sign-up process) is free of charge for Customer. Figures may also decide at any time to make access to the standard functionality in the Application subject to payment of fees, in which case Customer will be notified at least (30) thirty days in advance and able to choose whether it wishes to pay to continue benefiting from the Application or prefer stopping its use of the Application. Access to specific add-ons or features of the Application may be subject to payment of fees.
6.2. Figures dictates available payment methods and terms, and cannot guarantee all payment options are available in every country. The fees shall become due for payment to a bank account nominated by Figures by Customer within (30) thirty days after the issuance of the corresponding invoice by Figures. Unless expressly stated otherwise, all prices, fees and charges stated by Figures shall be net of VAT, to the extent applicable.
6.3. Without prejudice to Figures's statutory rights in the event of late payment, Figures reserves the right to suspend access to the Application or restrict access to some of its functionality, in the event that Customer should be in arrears with payment of the agreed fees.
7. Warranty Liability for Defects
7.1. Figures makes available to Customer the Application as much as possible without interruption, except for necessary interruptions for which Figures will not be held liable. Figures will also not be liable for any interruptions, delays, failures, or non-availability affecting the Application or the performance of the Application which are caused by third party services, errors or bugs in third party software, hardware, or the Internet on which Figures relies to provide the Application, and the Customer acknowledges that such errors and bugs are inherent in the use of such software, hardware and the Internet.
7.2. If Customer finds that the Application has a defect in accordance with the foregoing section 7.1, it shall report such defect promptly to Figures, and Figures will provide its best efforts to cure such defect within a reasonable period of time.
8. Liability for Damages
(i) for death or personal injury caused by that party’s negligence; or
(ii) for fraud or fraudulent misrepresentation; or
(iii) any other liability that cannot be executed by operation of law.
8.2. Subject to clause 11.1,
9. Duration and Termination Rights
(i) is or becomes available in the public domain independent of any fault of the receiving party;
(ii) is known to the receiving party prior to the disclosing party divulging it;
(iii) is legitimately received from a third party not subject to a confidentiality obligation; or
(iv) must be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body (in which case it can be disclosed only insofar as required and after the receiving party informs the disclosing party that it has received a request for disclosure, where legally permitted).
10.2. Each of the Parties agrees to:
(i) keep confidential any Confidential Information that it receives from the other Party, and exercise at least the same degree of care as it does to protect its own Confidential Information;
10.3. For the avoidance of doubt, the Parties agree that disclosure is limited to the following situations:
(i) Figures may disclose Processed Data to the extent disclosure is required by applicable laws and regulations, court order or order of a competent authority, provided however that when any such obligation arises, Figures (insofar as it lawfully may) shall promptly notify Customer in writing before disclosure, to enable Customer to object or restrict that disclosure;
(ii) Figures shall be under no confidentiality obligation with respect to aggregated statistical benchmarking data generated on the basis Customer Employee Data and/or the Customer Business Data, it being understood that none of such statistical benchmarking data will identify Customer, any Customer employee and/or Customer's business.
11. Applicable Law and Jurisdiction
12. Final Provisions
Last updated: 16/01/2023