Terms of Service

LAST UPDATED JAN 18, 2023

The terms and conditions outlined herein, inclusive of a web-user and privacy statement, are applicable to all agreements between Longlist Inc., a private limited company, trading under the name of Longlist (or “Longlist.io” or “Longlist” or “we” or “our” or “us”), and the user (“Customer” or “you”). These agreements encompass instances where Longlist provides goods and services, including free trials, to its customers. Collectively, these agreements and terms and conditions constitute the “Contract.” The Contract serves as the comprehensive agreement between Longlist and its customers regarding the provision of goods and services, superseding any prior proposals, correspondence, understandings, or other communications, whether written or oral. Please carefully review all content and provisions of the Terms before selecting “I agree” when prompted to do so. By accepting the Terms, you indicate your consent to be bound by all provisions outlined therein. If you do not agree to be bound by the Terms, please select “I disagree” when prompted to accept them.‍

1. Definitions

Contract: Refers to the legally binding agreement between Longlist and the customer, encompassing the Terms, and any additional agreements governing the provision of Products and Services.
Customer: Denotes the entity or individual entering into the Contract with Longlist for the delivery and maintenance of Products and/or Services.
Products: Encompasses all software, updates, upgrades, and related goods provided by Longlist to the customer.
Services: Involves the support, advice, and other services provided by Longlist to the customer as outlined in the Contract.
Terms: Signifies the terms and conditions outlined in this document, establishing the legal framework for the Contract.
Longlist: Represents the private limited company providing Products and Services under the terms of the Contract, also referred to as "we," "our," or "us."
Customer Data: Refers to any data and information belonging to the customer, which Longlist may access during the provision of Products and Services.
Limitation of Liability: Describes the constraints on Longlist's liability for claims arising out of or in connection with the Contract.
Publicity: Encompasses the use of the customer's name and logo by Longlist for promotional activities, subject to the customer's consent.
Objection Period: Refers to the specific timeframe within which the customer may object to notified changes in the Contract.
Website: Denotes the online platform maintained by Longlist for information, order processing, and other related activities.
Authorized Employees: Designates individuals employed by Longlist with the authority to execute changes, modifications, or agreements on behalf of the company.
Electronic Means: Encompasses any digital or online methods by which the customer may interact with Longlist, including but not limited to website interactions and electronic acceptance of terms.

2. Scope

The Terms establish the legal framework and are applicable to all Contracts by Longlist with its customers concerning the delivery and maintenance of its Products and/or Services. This includes the provision of Software and its Updates, Upgrades, Services, and the rendering of related service, support, and advice. The Terms also apply to visitors using the website of Longlist and regulate all other contractual relationships between Longlist and its customers until a Contract has been agreed.

In addition to the Terms, other relevant end-user license agreements between Longlist and the customer shall be applicable to any use of Products, and in the case of Services, the relevant service level agreement(s) shall be applicable in addition to the Terms. In case of any conflict between the Terms and/or any other end-user license agreement and/or any service level agreement, the provisions of the Terms shall prevail.

The Terms apply exclusively and shall prevail over any other general terms and conditions of the customer without any reservation, even if the same have been communicated to Longlist, except where Longlist has approved them in writing. The Terms shall also apply to all cases where Longlist provides its Products and/or Services to the customer without any reservations and with the knowledge of contradicting or differing terms of the customer.

The Terms shall also be applicable for all Products and/or Services provided by Longlist to the customer for which no consideration is due. Longlist reserves its right to change, update, amend, or modify the Terms at any time. Such changes will be notified to the customer in writing (email shall be sufficient for this purpose) or by posting a relevant notice on the website of Longlist. The customer may object to the notified changes. If the customer does not object to notified changes or any part thereof within 4 (four) weeks after receipt of the notification (“Objection Period”), the notified changes will be deemed as fully accepted by the customer. If the customer objects to the notified changes within the Objection Period, the Contract will continue on the present Terms. Objections, notifications, and other notices by the customer to Longlist shall be sent to the corporate address of Longlist as set out on the website of Longlist.

The presentation of any Products and Services by Longlist on the internet and in prospectuses,

The presentation of Longlist's Products and Services on the internet, as well as in prospectuses, catalogues, or other informational brochures, serves solely as informative guidance for the customer. It does not constitute a binding offer from Longlist; rather, it provides the customer with an opportunity to make a binding contractual offer through placing an order.

A legally binding contract between Longlist and the customer is only established when the customer places an order, and Longlist accepts this order through a written order confirmation (an email is sufficient for this purpose) or by providing the Products and/or Services to the customer, such as through download or the provision of a login.

All accepted orders are subject to the Terms and any applicable license agreements or service level agreements. If Products and/or Services are accessed electronically, the customer may accept the Terms by clicking on the “I accept” button or by completing and submitting the order form on Longlist's website, referencing the Terms valid at that time.

Failure to accept the Terms means the customer must refrain from installing, copying, or using the Products and Services accessed electronically. If the customer is entitled to withdraw from the contract based on applicable statutory rights and exercises this right within the relevant statutory period, any applicable license agreement or service level agreement will be withdrawn simultaneously.

Deviation from and modifications to the Terms must be expressly agreed upon in writing by both parties. For Longlist, such agreements are valid only when executed by authorized employees or legal representatives.

3. Use of Software

When utilizing Longlist's Products and Services, the Customer must consistently adhere to the Terms, as well as the terms of use stipulated in any applicable service level agreement at the time of entering into the relevant Contract.

Unless explicitly stated in any Order Document, Longlist grants the Customer a limited, worldwide, non-exclusive, non-transferable license. This license allows the User to access, use, perform, and display the Product through Hosting Services. The Hosting Services term for any Product and/or Services obtained through cloud computing services from Longlist is subject to the terms and conditions of this Agreement. Longlist reserves the right to change or update the Hosting Services.

While Longlist primarily employs in-house cloud computing services, it reserves the right to utilize third parties for Hosting Services from time to time. Administration Users will have access to a restricted-access administrative interface feature allowing configuration, management, monitoring, and restricting access to the Product. The Customer is solely responsible for all actions taken by the Administration User or through the use of the passwords provided to such Administration User.

Hosted Data will be accessible to all Users unless configured differently by the Administration User. The Customer is solely responsible for the content and use of all Hosted Data and will indemnify Longlist for any losses incurred as a result of such Hosted Data. The Customer and its users agree to comply with all data uploading restrictions imposed by governing laws, rules, or regulations within their jurisdiction. This is to ensure that no such data is misused. As all data is secured to GDPR standards, Longlist staff have no access to any of the Customer’s data. Only Customer staff with a login and password assigned by the Customer’s System Administrator for Longlist CRM have access to the data. The Customer and all Users will comply with all applicable laws and regulations and use the Product and Hosting Services in a manner that does not violate or infringe on any third party rights. The Customer is responsible for establishing and enforcing terms of use and privacy policies.

The Software and Services must not be reproduced, disassembled, translated, or decompiled unless expressly permitted by the relevant agreement. If the Customer wishes to reverse engineer, translate, decompile, or disassemble the Software or Services for interoperability with other computer programs, the Customer shall contact Longlist before such actions and request the necessary information. Longlist may, at its discretion, refuse such actions by the Customer.

The Customer may not rent, lease, or loan the Software or Services or provide any commercial hosting services using the Software or Service. The Software and Services of Longlist may only be used for processing the Customer's own data, solely for gaining their own competitive advantage.

For Products or Services without a special License for use on multiple computers, use is restricted to one computer of the Customer at any one time. The Customer may use any computer meeting the system requirements and for which the License has been granted. For Products and Services with special Licenses for multiple usage, multiple usage is permissible only if the Customer has been granted the relevant type and/or number of Licenses by Longlist. Unless explicitly granted in the relevant License, the Customer does not have the right to access the Software or Services through simultaneous or multiple use of the same Login.

Time estimates for completing the installation of any Product or Services are only estimates, and Longlist is not responsible for delays caused by factors beyond its control. The Customer must provide all necessary information for the provision of Products or Services on a timely basis, ensuring accuracy and completeness. The Customer must notify Longlist if the provided information is incorrect or inaccurate.

Longlist endeavors to provide access to specific Products and Services 24 (twenty-four) hours a day, subject to specific agreements in the relevant agreement. Access may be blocked for necessary system maintenance or in the event of an imminent danger to the overall provision of the Software or Service. No liability is accepted for system failures due to events beyond the reasonable control of Longlist, such as force majeure, natural disasters, or failures caused by internet providers.

Longlist retains all rights to claims or actions resulting from unauthorized use of Products and/or Services by the Customer, including but not limited to copyright claims and compensatory damages claims. Unauthorized use may lead to criminal prosecution under relevant laws. The provisions concerning reproduction and disclosure apply mutatis mutandis to user handbooks and other documents related to the Products and Services provided by Longlist. Supplementary terms and conditions of use should also be referenced.

Subject to other specifically agreed-upon terms and conditions, and in consideration of agreed-upon Fees, if any, Longlist offers support services for Incidents to the Customer concerning any Product or Service of Longlist. Additional support services may include answering installation questions, setting up and configuring the Software, remote problem diagnosis, technical telephone support, optimization and customization of the Software, interpreting and isolating problems related to Software usage, interconnectivity issues with third-party systems, compatibility issues with third-party systems, network connections of the Customer, changes to the Access or usage of the Software by any User or Administration User, and any other services ensuring the good operating conditions of the Product.

No support service will be provided by Longlist for any damage or failure of the Product caused by (i) use of products not provided by Longlist, (ii) unusual site conditions, (iii) neglect, improper use, fire or water damage, electrical disturbances, transportation by the Customer, (iv) work or modifications carried out by employees or any third party retained by the Customer, (v) the inability of third-party products used in the Customer's system environment to correctly process, provide, or receive data, or the inability of these products to properly exchange data with any Products provided by Longlist.

Longlist will not provide support services of any kind for products and services provided to the Customer by third-party suppliers. Longlist will not be liable for the compatibility, performance, or non-performance of third-party suppliers, their products, or their services.

‍4. Delivery of Products and Fees

Longlist's delivery obligations are governed exclusively by (i) the specific order confirmation, (ii) the applicable terms, (iii) relevant service level agreements, and (iv) license agreements (if applicable), unless otherwise mutually agreed in writing. Longlist may opt for partial deliveries when reasonable for the Customer and not materially detrimental to their interests.

Allowances for reasonable and acceptable deviations from the documentation are permitted if the material performance required under the relevant agreement is fully met. Longlist retains the right to make technical enhancements or changes to Products and/or Services for improved operability and performance.

In the event that ordered Products and/or Services are replaced by newer offerings in Longlist's product range or model variants, meeting or surpassing the required qualities, Longlist reserves the right to deliver these instead of the originally ordered ones.

If the Customer opts for shipment via post, mail, or other physical delivery methods, the risk of damage and loss transfers to the Customer upon release for shipment by Longlist. For software downloaded by the Customer, the risk transfers upon receipt of the necessary license.

In cases where the performance of any Product or Service is delayed beyond the confirmed date by Longlist, rights for late performance may only be invoked following a reasonable grace period of no less than 2 (two) weeks, unless the Customer can demonstrate that the delay has entirely nullified their commercial interests. Longlist shall be liable for direct and reasonable costs resulting from gross negligence or intentional misconduct. If timely delivery is impeded by circumstances beyond Longlist's control, either party may rescind the Contract without obligation for compensatory damages.

Fees and Other Payments:

If any Fees or expenses become payable by the Customer to Longlist, they will be detailed in the relevant Contract and are due annually in advance unless otherwise specified. Timely payment is essential. Failure to make payment within 7 (seven) days of the invoice or due date allows Longlist to charge commercial interest. After 30 (thirty) days, Longlist may suspend all services until full payment is received. The Customer is solely responsible for the work and fees of any other party engaged in connection with Longlist's Products or Services.

Unless specified in the Contract, license agreement (if any), or service level agreement (if any), Longlist is not responsible for providing or reviewing specialist advice or services.

All sums due for any Product or Services will be subject to the payment of consumption, value-added, or other relevant taxes where applicable.

Longlist may adjust or withdraw any extension of credit granted to the Customer at any time. If the Customer's creditworthiness declines before delivery, Longlist may request full or partial payment or suitable security.

For fees or expenses paid by credit card or direct debit, the Customer must ensure sufficient credit or funds. Failure to pay may result in a surcharge, and other remedies under the Terms, relevant license agreement (if any), or service level agreement (if any) may be applied.

All outlined fees must be paid, based on subscriptions purchased, and payments are non-refundable. Subscription quantities cannot be reduced during the contract term.

Fees may increase due to inflation or other circumstances after the initial term of the Contract, and any necessary price increase is at the sole discretion of Longlist.

5. Intellectual Property:

All intellectual property rights, including but not limited to copyrights, trademarks, and patents, relating to the Products and Services provided by Longlist remain the exclusive property of Longlist. The Customer is granted a limited license to use the Products and Services in accordance with the agreed terms. No transfer of intellectual property rights is implied or granted under the Contract.

6. Confidentiality:

Both Longlist and the Customer agree to keep confidential any information marked as confidential or reasonably considered as such. This obligation continues for a period of two years following the termination of the Contract. Exceptions include information already in the public domain or independently developed by either party.

Anonymized Data: Notwithstanding anything to the contrary herein, Customer agrees that Longlist may use: certain technical and other data about Customers and People's use of the Services; and/or Customer Data, which, in all cases, is anonymized to remove any personal data of People (“Anonymized Data") to analyze, improve, support and operate the Services during and after the term of this Agreement, and Customer agrees that Longlist is permitted to anonymize Customer Data to use for the aforementioned purposes.‍

7. Termination:

The Contract may be terminated by either party for material breach, subject to a 30-day notice period for the breaching party to remedy the breach. Either party may terminate immediately if the other becomes insolvent or ceases business operations. Upon termination, the Customer must cease using the Products and Services, and any outstanding fees become immediately due.

8. Limitation of Liability:

Longlist's liability for any claims arising out of or in connection with the Contract, including but not limited to breaches, delays, or any other issues, shall be limited to direct damages and shall not exceed the total amount paid by the customer for the specific Product or Service giving rise to the claim.

In no event shall Longlist be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, data, or business opportunities, even if advised of the possibility of such damages.‍

9. Governing Law and Dispute Resolution:

The Contract is governed by the laws of the State of Delaware, United States. Any disputes arising out of or in connection with the Contract shall be resolved through good faith negotiations. If a resolution is not reached within 30 days, the parties agree to mediation. If mediation fails, the dispute will be finally settled by arbitration in accordance with the rules of the American Arbitration Rules, and the place of arbitration shall be Delaware.

10. Force Majeure:

Neither party shall be liable for any delay or failure to perform its obligations due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor strikes, and natural disasters. The affected party shall promptly notify the other party of such events and make reasonable efforts to resume performance.‍

11. Amendments:

Longlist reserves the right to modify or amend these terms at any time. Changes will be communicated to the Customer in writing or by posting on the Longlist website. The Customer may object to changes within 4 weeks, and if no objection is raised, the changes are deemed accepted.

12. Entire Agreement:

The Contract, including these terms, constitutes the entire agreement between the parties and supersedes all prior proposals, understandings, and communications, whether written or oral.

13. Severability:

If any provision of the Contract is found to be invalid or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

14. Waiver:

The failure of either party to enforce any provision of the Contract shall not be construed as a waiver of its right to enforce such provision or any other provision in the future.

15. Notices:

All notices and communications between the parties shall be in writing and sent to the addresses specified in the Contract or as otherwise designated in writing. Notices may be delivered in person, by mail, or electronic means.

16. Survival:

Sections related to intellectual property, confidentiality, termination, governing law, dispute resolution, force majeure, amendments, entire agreement, severability, waiver, notices, and any provisions necessary for the interpretation or enforcement of these terms shall survive the termination of the Contract.‍

17. Publicity:

Unless otherwise agreed in writing, Longlist may use the customer's name and logo for the purpose of identifying the customer as a user of Longlist's Products and Services on Longlist's website, marketing materials, and other promotional activities.

Longlist shall not be required obtain the customer's prior written consent before issuing any press release or making any public statement regarding the existence or content of the Contract between Longlist and the customer.