Boords.com Terms of Supply of Service

This page (together with our Privacy Policy and Terms of Website Use) tells you information about us and the legal terms and conditions (Terms) on which we provide you with access to our online application which enables you to create, edit and export animations storyboards (Services which term shall include both the Basic Service, the Plus Service and the Team Service as defined below) via our website www.boords.com (Boords.com) to you.

We amend these Terms from time to time as set out in clause 6. You should therefore review these Terms periodically and, in particular, upon renewal of your subscription to the Service following a previous cancellation to ensure you understand the terms which will apply at that time. These Terms were most recently updated on 13 July 2017.

These Terms, and any Contract between us, are only in the English language.

1. INFORMATION ABOUT US

1.1. We operate the website www.boords.com. We are Animade With Code Limited with registered address at, 6a St. Andrews Court, Wellington Street, Thame, Oxfordshire, OX9 3WT. Our main trading address is 10–18 Vestry St, London, N1 7RE. Our VAT number is 23743900.

1.2. You may contact us by e-mailing us at [email protected] or use the Intercom help system offered on Boords.com.

2. USE OF BOORDS.COM

2.1 Your use of Boords.com is governed by our Terms of Website Use. Please take the time to read these, as they include important terms which apply to you.

2.2 These Terms will apply to any contract between us for the subscription by you to the Service and the provision by us of the Service (Contract). Please read these Terms carefully and make sure that you understand them before subscribing to our Service. Please note that before subscribing you will be asked to agree to these Terms. If you refuse to accept these Terms, you will not be able to use the Service.

2.3 You should print a copy of these Terms or save them to your computer for future reference.

3. OUR SERVICE

3.1. We are an online provider who provides access to an online platform that you can use to create your own animation storyboards. We deliver the necessary online tools and content to enable you to create the storyboards, edit them and export as PDF documents. We offer the Service by way of various membership tiers:

Tier 1: a monthly paid for subscription which allows you to set up 1 project under which you can create 5 storyboards and have access to storyboard versioning, PDF and web sharing as well as 1 PDF template (Basic Service). Storyboards created using this version will contain a “boords.com” watermark. You will also have access to our Intercom help system offered on Boords.com. Further details about the precise nature of the Basic Service is available on Boords.com.

Tier 2: a monthly paid for subscription which allows you to create unlimited projects, unlimited storyboards, storyboard versioning, PDF and web sharing, high resolution images, 4 PDF templates, a drawing tool, storyboard and script export tools as well as the ability to remove the Boords.com watermark (Plus Service). Further details about the precise nature of the Plus Service is available on Boords.com.

Tier 3: a monthly paid for subscription (the price of which depends on the amount of subscriptions purchased) which gives you and all the members of your team access to all of the features which are available under the Plus Services, in addition to the ability to collaborate with your team and control project access (Team Service). You will also have access to our Intercom help system offered on Boords.com. Further details about the precise nature of the Plus Service is available on Boords.com.

3.2 The content that we provide will be updated occasionally and we notify our users of new features via our blog on Boords.com.

3.3 Although we will endeavour to ensure that your access to the Service is as constant as possible, we cannot guarantee that the Service will be completely uninterrupted or error-free. If the Service becomes unavailable as a result technical difficulties then we will take all reasonable commercial endeavours to restore your access to the Service as soon as is reasonably practicable. If we are unable to do so then you shall be permitted to exercise your cancellation rights as set out in these Terms.

4. HOW WE USE YOUR PERSONAL INFORMATION

4.1 We only use your personal information in accordance with our Privacy Policy. Please take the time to read our Privacy Policy, as it includes important terms which apply to you.

4.2 We do not store any of your data locally. All of your data is stored on the cloud on Amazon S3 servers.

5. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US

5.1 Our account setup page will guide you through the steps you need to take to subscribe to the Service with us. Our order process allows you to check and amend any input errors before subscribing to the Service and you will be given the opportunity to choose between the Basic Service, the Plus Service or the Team Service. Please take the time to read and check your order at each page of the order process.

5.2 After you have inserted your details, created your account and made the necessary payment (if applicable), you will receive an e-mail from us acknowledging that we have received your payment and confirming that you have been subscribed to the Service. This email will mean that your order has been accepted.

5.3 The Contract becomes formed when your payment has cleared and been accepted by us.

6. OUR RIGHT TO VARY THESE TERMS

6.1 We amend these Terms from time to time. Please look at the top of this page to see when these Terms were last updated and which Terms were changed (if any).

6.2 We may revise these Terms as they apply to your order from time to time to reflect the following circumstances: (a) changes in relevant laws and regulatory requirements; (b) changes to the way in which your information or data is managed or kept; (c) any changes to the subscription fees; and (d) to reflect the introduction of new features.

6.3 Every time you re-subscribe to our Service (which takes place when you cancel your subscription and subsequently subscribe to the Service again), the Terms in force at the time of your order will apply to the Contract between you and us.

6.4 If we have to revise these Terms, we will notify you to give you reasonable advance notice of the changes. The new Terms will not apply until your next subscription period so you will have ample time to cancel the Services, should you wish to do so.

7. PRICE, PAYMENT AND CANCELLATION

7.1 All subscription fees are quoted on Boords.com and are charged in the currency shown.

7.2 The subscription fees includes VAT (where applicable) at the applicable current rate chargeable in the UK for the time being.

7.3 When you sign up to use Services on Boords.com you will be asked to provide the necessary credit or debit card details. While you are subscribed the Service your payment to us will automatically renew at the end of each monthly subscription period (Subscription Period) unless you downgrade or cancel your Service through your subscription page on Boords.com.

7.4 Downgrading. If you use your subscription page to downgrade your subscription from a the Plus Service or the Team Service to the Basic Service you will have access to the Plus Service or the Team Service until the end of the relevant Subscription Period after which your account will be downgraded to the Basic Service. Your files will be saved and you will have access to all of your files. However, if you have downgraded from the Plus Service or the Team Service to the Basic Service you will not have access to any of the features which are included in the Plus Service or the Team Service from the end of the Subscription Period.

7.5 Cancellation. If you want to cancel your subscription instead of downgrading it you will have access to the Service until the end of the relevant Subscription Period after which you will no longer have access to your account or your files stored under your account. On the point of cancellation you will be prompted that all of your files will be permanently deleted from the end of your Subscription Period.

7.6 We may change the subscription fee from time to time in accordance with clause 6.2(c) above and will communicate any changes to the subscription fee to you on Boords.com. Changes to the subscription fee will in any event not take effect until the start of the next relevant Subscription Period following the date of the subscription price change in order to give you the opportunity to downgrade from or cancel the Service. If you continue to use the Service after the price change you are deemed to have accepted the price change.

7.7 If you cancel your payment and/or terminate the Terms after the payment for the current Subscription Period has been debited from your account, we will not refund any subscription fees already paid to us. Instead, you will have access to the Service until the end of the Subscription Period.

7.8 If, for any reason, we are unable take payment from your account at the beginning of each Subscription Period we will make another attempt to take payment from your account.

7.9 If, for any reason, we are unable to take payment from your account after our additional attempt to do so, we reserve the right to terminate your access to the Service.

8. INTELLECTUAL PROPERTY RIGHTS

8.1 Intellectual Property Rights means any copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

8.2 We will retain ownership of all rights, title and interest in and to all Intellectual Property Rights in the Services or any parts thereof.

8.3 You shall retain ownership of all Intellectual Property Rights in all of your own materials used on Boords.com and nothing in these Terms shall be construed as a transfer of ownership of Intellectual Property Rights from you to us.

8.4 However, so that we may lawfully provide you with the Services you grant us limited licence on terms that are set out in our Terms of Website Use.

8.5 When you subscribe to the Services you are granted a non-exclusive, non- transferable, worldwide, royalty free, licence to access and use the Intellectual Property Rights in the Service for the purpose of receiving and using the Service during each Subscription Period.

9. OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU

9.1 Nothing in these Terms shall limit or exclude our liability for: (a) death or personal injury caused by our negligence, or the negligence of our employees, agents or subcontractors (as applicable); (b) fraud or fraudulent misrepresentation; (c) breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982; or (d) any matter in respect of which it would be unlawful for us to exclude or estrict liability.

9.2 Except to the extent expressly stated in this clause, all terms implied by sections 13 to 15 of the Sale of Goods Act 1979 and sections 3 to 5 of the Supply of Goods and Services Act 1982 are excluded.

9.3 Subject to clause 9.1 above: (a) we shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any: (i) loss of profit; (ii) loss of business; (iii) any indirect or consequential loss; (iv) any loss of data (except where such loss arises as a direct result of our negligence); (v) business interruption; or (vi) loss of business opportunity; and

(b) Our total liability to you for all other losses arising under or in connection with any contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to 150% of the total sums paid by you for the Services during the preceding 12 months of each claim made by you.

10. EVENTS OUTSIDE OUR CONTROL

10.1 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 an Event Outside Our Control. An Event Outside Our Control is defined below in clause 10.2.

10.2 An Event Outside Our Control means any act or event beyond our reasonable control, including without limitation failure, damage or breakdown of the servers of third party data storage facilities, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, extra-terrestrial or alien invasion, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

10.3 If an Event Outside Our Control takes place that affects the performance of our obligations under the Contract: (a) we will contact you as soon as reasonably possible to notify you; and (b) 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. 10.4 You may cancel the Contract affected by an Event Outside Our Control which has continued for more than 5 days. To cancel please contact us.

11. COMMUNICATIONS BETWEEN US

11.1 When we refer, in these Terms, to “in writing”, this will include e-mail but not fax.

11.2 Any notice or other communication given by you to us, or by us to you, under or in connection with the Contract shall be in writing and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service or e-mail to [email protected].

11.3 A notice or other communication shall be deemed to have been received: if delivered personally, when left at our registered office; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second business day (when banks in London are open for business) after posting or if sent by e-mail, one business day (when banks in London are open for business) after transmission.

(a) In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee. (b) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

12. OTHER IMPORTANT TERMS

12.1 You confirm that you have authority to bind any business on whose behalf you use Boords.com to subscribe to the Service.

12.2 These Terms and any document expressly referred to in them constitutes the entire agreement between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter.

12.3 You acknowledge that in entering into the Contract you do not rely on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Terms and any document expressly referred to in them.

12.4 You and we agree that neither of us shall have any claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.

12.5 We may transfer our rights and obligations under the Contract to another organisation, but this will not affect your rights or our obligations under these Terms. We will always notify you in writing or by posting on this webpage if this happens.

12.6 You may only transfer your rights or your obligations under these Terms to another person if we agree in writing.

12.7 The Contract is between you and us. No other person (including the individual team members, where you have subscribed for the Team Service) shall have any rights to enforce any of its terms, whether under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

12.8 Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.

12.9 If we fail to insist that you perform any of your obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

12.10 These Terms and the Contract 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.

12.11 We both irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with a Contract or its subject matter or formation (including non-contractual disputes or claims).