Welcome to Array!
Thanks for choosing Array. These terms and conditions (the agreement) are the terms on which Launchcloud LLC (a company registered in the state of Delaware in the United States with company registration number 5422116) (we, us, our) agree to provide the organisation that you represent (you, your) with the services and support that are described below.
1. Your package.
The package for which you have chosen to subscribe is described on our sales webpage. The sales webpage includes details of:
The web and mobile app functionality and features that we will provide to you (the services).
The services’ support and maintenance that we will provide to you (the support), as further described in section 3 below.
The period in which we will provide the services and support (the subscription period), as further described in section 7 below.
How much you will pay to us for each subscription period (the fees).
Certain restrictions which apply to your use of the services, as further explained in section 4 below (the usage restrictions).
If you have chosen to subscribe our “LaunchPlus” package or any other form of non-standard package which is not listed on our sales webpage (a custom package), then the subscription period, fees and usage restrictions will be agreed between you and us in writing (the commercial schedule). This commercial schedule, once entered into, will be automatically incorporated into this agreement.
2. Trial period.
If you have instead chosen to receive a free trial (the free trial), then the same services, support and usage restrictions will apply as if you had chosen our “Pro” package from the sales webpage.
There will be no fees for the free trial and it will continue for a period of 30 days starting on the day that you originally sign up.
You may only receive one free trial from us and once it has expired, you must purchase one of our packages in order to continue your access to and use of the services.
During the period of the free trial we will aim to provide you with the services that you have requested and the support described in section 3 below; however, we will be under no obligation to do so. Additionally, any of our other obligations that are set out in this agreement, including in sections 6, 13 and 15, shall not apply during the free trial, except to the extent required by applicable law.
3. The support you will be entitled to receive.
We shall make a helpdesk available to you so that you can raise queries that you or your users may have about the services and report any issues that you experience with the services. We will provide you with telephone support during our normal business hours.
You can email our helpdesk at firstname.lastname@example.org 24 hours a day, 7 days a week.
You can also get self-help by visiting our community support pages which are publicly available at www.buildarray.com.
You agree that from time to time we will be entitled to install new releases of any part of the services. These new releases may be intended to resolve any issues with the services or to improve or change the functionality of the services.
4. Usage restrictions.
Unless you have agreed to subscribe to a custom package, then your usage of the services will be restricted as set out on our sales webpage. You agree that these usage restrictions include either monthly or annual caps on:
The total number of named users that can access the services.
The total number of forms that can be submitted by all of the users each month.
The total amount of data that can be both downloaded and uploaded to the services each month.
The total amount of data that can be stored on our services at any point in time.
Details of any usage restrictions which apply to a custom package will be included within the commercial schedule.
If you exceed any of the usage restrictions at any point in time then we will be entitled to immediately suspend the services until you upgrade to a more advanced package (e.g. from “Transform” to “Automate”), or the relevant usage restriction period resets (e.g. if you have monthly usage restrictions, at the start of the next month)
The individual who first purchases your package will be your first user.
Users may be employees, agents or contractors of yours or of your customers. You can assign any of these individuals as a user once they have downloaded and registered to use our mobile app.
Any user, including the first user, can only be reassigned to a different individual once a month.
6. Our obligations to you.
We agree to provide the services and support to you with reasonable skill and care.
We shall ensure that the services are available to you 99.9% of the time in each calendar month.
Availability is calculated in accordance with the following calculation:
Availability = (A/(M-AD)) x 100
A - means the number of minutes during the applicable calendar month when the application server, that we use to host the services, is deemed available.
M – means the total number of minutes in the calendar month in question.
AD – is time which we may use for performing updates and installing new releases to the services and shall be no greater than 4 hours in each calendar month.
7. The subscription period
Your subscription period will be as set out on the sales webpage or, if you have a custom package, then as agreed in the commercial schedule.
After a subscription period has expired, our services will automatically be renewed and continue to be provided for another subscription period of the same length. This next subscription period will commence immediately after the expiry of the previous subscription period.
You may let us know that you do not wish to renew for another subscription period at any point before that subscription period commences. This can be done by selecting the relevant option from the “Account Settings” webpage which is accessible from our web platform. However, you cannot cancel an existing subscription period.
8. Fees & payment.
For each subscription period, you will pay to us the full fees for your package by the first day of that period. These fees are not refundable in any circumstances. Unless we agree with you otherwise in writing, all payments must be made to us by the method that is set out on our website from time to time. All amounts due to us must be paid in the currency stated on the payment page of our website.
Our payment system is provided by Stripe, a third party online payment provider.
If you provide Stripe with your card details in order to make a payment, then Stripe will store these details. You agree that all future payments due to us for any further subscription periods will be charged to your card by us automatically.
You can update your card details that are held on Stripe’s system at any time through the “Account Settings” webpage which is accessible from our web platform.
All amounts that are due to us must be paid by you in full and without any deduction of any kind, whether by way of set-off, abatement, withholding or otherwise.
Any additional fees for further out-of-scope services that we may provide to you, as agreed between you and us from time to time in writing, shall be payable to us in advance.
9. The data you store with us.
During a subscription period, any of this data may be downloaded to your own device or transferred across to any of our supported third party platforms or cloud services.
Upon this agreement being cancelled or terminated for whatever reason, you must notify us in writing if you still require access to any of the data which you have uploaded to our services. Following us receiving such notice, and subject to the payment of any fees that we may request from you at our own discretion, you will have a grace period of 14 days from the date of cancellation or termination taking effect to download any data which you have uploaded to our services. If we receive your notice to access after such grace period has already expired, then we may, at our own discretion, decide to refuse access.
When you or your other users submit data to us through using the mobile app, some or all of this data may be personal data ( relevant personal data).
When we are performing and you are using the services, you and we shall each comply with our respective obligations under any applicable data protection and privacy laws (data protection laws) that concern the services.
You warrant to us that you have provided all necessary information and obtained all necessary consents for us to lawfully collect and use the personal data you or your users submit to us through our mobile app for the purpose of providing you with the services.
You may supply to us, under or in relation to this agreement, personal data of individuals who use our services, use forms hosted through our services or whose personal data is contained in data imported into our services from another data source. That personal data may include, names, email addresses, telephone numbers, postal addresses and any information submitted using our forms. We shall only process the relevant personal data for the purposes of providing and monitoring the services and fulfiling our obligations under this agreement.
We shall only process the relevant personal data during the term of this agreement and for not more than 14 days following the end of the term, subject to the other provisions of this section 9.
We shall only process the relevant personal data on your documented instructions, including with regard to transfers of the relevant personal data from any place within the European Economic Area (EEA) to any place outside the EEA, as set out in this agreement or any other document agreed by the parties in writing. We will ensure that any such international transfers are protected by appropriate safeguards.
Notwithstanding any other provision of this agreement, we may process the relevant personal data if and to the extent that we are required to do so by applicable law. In such a case, we shall inform you of the legal requirement before processing, unless the law prohibits such information on important grounds of public interest.
We shall ensure that persons authorised to process the relevant personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.
We shall implement appropriate technical and organisational measures to ensure an appropriate level of security for the relevant personal data while it is in our possession or control.
We will not engage any third party to process the relevant personal data without your prior specific or general written authorisation. In the case of a general written authorisation, we shall inform you at least 14 days in advance of any intended changes concerning the addition or replacement of any third party processor, and if you object to any such changes before their implementation, then you may terminate the agreement on 7 days' written notice to us, providing that such notice must be given within the period of 7 days following the date that we informed you of the intended changes. We shall ensure that each third party processor is subject to equivalent legal obligations as those imposed on us by this section 9.
As at the date of commencement of this agreement, we are hereby authorised by the Client to engage, as sub-processors with respect to relevant personal data, third parties within the following categories:
hosting services providers;
communication services providers;
support services infrastructure providers; and
analytics services providers;
We shall, insofar as possible and taking into account the nature of the processing, take appropriate technical and organisational measures to assist you with the fulfilment of your obligation to respond to requests exercising a data subject's rights under the data protection laws.
We shall assist you in ensuring compliance with the obligations relating to the security of processing of personal data, the notification of personal data breaches to the supervisory authority, the communication of personal data breaches to the data subject, data protection impact assessments and prior consultation in relation to high-risk processing under the data protection laws.
We shall make available to you all information necessary to demonstrate our compliance with our obligations under this section 9.
We shall, at your choice, delete or return all of the relevant personal data to you after the provision of services relating to the processing, and shall delete existing copies save to the extent that applicable law requires storage of the relevant personal data.
We shall allow for and contribute to audits, including inspections, conducted by you or another auditor mandated by you in respect of the compliance of our processing of relevant personal data with the data protection laws and this section 9.
If any changes or prospective changes to the data protection laws result or will result in one or both parties not complying with the data protection laws in relation to processing of relevant personal data carried out under this agreement, then the parties shall use their best endeavours promptly to agree such variations to this agreement as may be necessary to remedy such non-compliance.
The terms “personal data”, “processing”, “controller” and “processor” as used in this agreement will have the same meaning as they do in Regulation (EU) 2016/679 (the General Data Protection Regulation).
We may charge you at our standard time-based charging rates for any work performed by us at your request pursuant to this section 9, unless the requirement to perform the work arises out of any breach by us of the data protection laws.
10. Our acceptable usage policy.
When using our services, you shall:
ensure that only your designated users are allowed access to the services;
follow any guidance or training we provide to you (whether in written or other form);
comply with your obligations under all applicable laws;
prevent any unauthorised access to or use of the services;
ensure that you have sufficient information security measures in place to prevent such unauthorised access from occurring, including: (i) maintaining appropriate access policies and procedures to prevent unauthorised access to or use of our services; (ii) keeping all relevant usernames, passwords and other security credentials with which you are provided secure and confidential; and (iii) inform us promptly if you suspect or become aware of any unauthorised access to the services or loss of any username, password or other security credential we have provided;
not copy, modify, reproduce, decompile or attempt to bypass, deactivate or otherwise circumvent any part of the services, including any user interface or security measure, except to the extent that your right to do these actions cannot be excluded by law;
not upload or allow anyone else to upload any viruses or malicious code to the services.
You will also be responsible for your users adhering to the policy described in this section.
We may update this policy from time to time and we will inform you in writing if it is updated and provide you with a copy. Upon informing you, the updated policy will be immediately incorporated into this agreement.
11. Termination & suspension of the services.
Either you or we may terminate this agreement by giving the other written notice to such effect if:
the other party is in material breach of this agreement and, where it is possible to correct the breach, that party has not corrected it within 30 days of receiving notice to do so;
the other party suffers an insolvency event.
We may immediately suspend your access (and your users’ access) to the services if you are in breach of any of the terms of this agreement.
12. Intellectual property.
Except as set out below, we own all of the intellectual property rights in the services. You are granted no intellectual property rights in or to the services.
You own any applicable intellectual property rights in all of the data that you and your users upload and store on the services. However, we shall own any intellectual property rights in how your data is structured and stored by the services. Notwithstanding the foregoing, you hereby grant a global, perpetual, royalty-free, non-exclusive, transferable, assignable license to us (including any contractors used by us to perform the services) to load, access, execute, store, transmit, copy, maintain, modify, enhance and create derivative works of your data (or the format and structuring of your data) to use for any lawful purpose.
Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld, provided, however, that we may, without your consent, include your name and other indicia in our lists of current or former customers in promotional and marketing materials.
You agree to indemnify, defend and hold us harmless from and against all liabilities, damages and costs that we incur (including settlement costs, any applicable regulatory fines and reasonable legal and attorneys’ fees) arising out of:
a claim by a third party that any of the data that you upload or store on our services infringes that third party’s intellectual property rights;
any breach by you or any of your users of our acceptable use policy set out in section 10 above; or
any breach by you of any applicable data protection or privacy laws, and any third party claims brought against us as a result of such breach, except where the breach was caused by us.
If we reasonably believe that our services might infringe a third party’s intellectual property rights, we may replace or modify the infringing services (or any part of them) without your permission, or (following reasonable efforts to resolve any relevant third party claim or actual or potential infringement through other means) terminate this agreement by written notice to you to such effect without any further liability to you save under the indemnity set out above.
If a claim is brought against us by a third party relating to the data you upload to or store in the services, we reserve the right to remove the relevant data that is the subject of the claim from the services, without any liability to you.
14. Limits on our and your liability.
NOTHING IN THIS AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT LIABILITY THAT IS OWED TO THE OTHER PARTY:
FOR DEATH OR PERSONAL INJURY CAUSED BY EITHER PARTY’S NEGLIGENCE;
FOR FRAUD OR FRAUDULENT MISREPRESENTATION COMMITTED BY EITHER PARTY;
FOR THE INDEMNITIES WHICH YOU HAVE GRANTED TO US UNDER SECTION 13 ABOVE; OR
IF THE EXCLUSION OR LIMITATION IS OTHERWISE PROHIBITED BY LAW.
SUBJECT TO THE PREVIOUS PARAGRAPH, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF REVENUE, DAMAGE TO GOODWILL, LOSS OF ANTICIPATED SAVINGS, OR ANY INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE.
SUBJECT TO THE ABOVE PARAGRAPHS IN THIS SECTION 14, OUR AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), SHALL BE LIMITED TO:
NO LIABILITY DURING THE FREE TRIAL PERIOD;
IN ALL OTHER CASES INCLUDING THE INDEMNITIES SET OUT UNDER SECTION 13, THE GREATER OF: (I) USD 1,000.00; and (II) 100% OF THE AMOUNTS YOU HAVE PAID TO US UNDER THE AGREEMENT.
ALL WARRANTIES, CONDITIONS AND OTHER TERMS THAT MAY BE IMPLIED INTO THIS AGREEMENT ARE EXCLUDED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
Each party (the receiving party) shall maintain the confidentiality of the other party’s confidential information.
The receiving party shall only disclose such confidential information to those of its employees, agents, subcontractors and users (in your case) who need to know it for the purpose of complying with the receiving party's obligations under this agreement, and who are bound by legally enforceable obligations of confidentiality.
The receiving party shall take reasonable precautions to protect such confidential information which shall be at least as effective as those taken to protect its own confidential information.
Nothing in this agreement shall restrict the receiving party’s use or disclosure of any such confidential information where:
that information was already known to the receiving party prior to entering into this agreement (unless that information is subject to a separate obligation of confidentiality);
the information is in the public domain or is otherwise disclosed to the receiving party by a third party, in each case other than as a result of a breach of this agreement, or of a third party duty of confidence owed to the other party; or
disclosure is required by applicable law, any governmental or regulatory authority or by a court of competent jurisdiction.
16. Governing law & jurisdiction.
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 laws of England.
All disputes arising out of or in connection with this agreement shall be exclusively and finally settled under the Rules of Arbitration of the International Chamber of Commerce. The seat and location of the arbitration shall be New York City, United States. There shall be one arbitrator. Any award or decision made by the arbitrator will be in accordance with the applicable law, will be in writing, and will state the reasons upon which it is based. The arbitrator will have no power to modify or abridge the terms of this agreement.
17. Assignment & subcontracting
You may only assign or transfer any of your rights or obligations under this agreement by providing us with prior written notice which shall be in the form of updating the details of the incoming party in the account settings section of our website.
We may use contractors to assist us in providing the services. We may also at any time sub-contract out any of our obligations under this Agreement, including but not limited to the hosting of the services. In using contractors and sub-contracting our obligations, we will at all times ensure compliance with the provisions of this agreement relating to the processing of relevant personal data set out in section 9.
18. Amendments and notices
We may amend this agreement upon and from the start of any subscription period by giving to you at least 30 days' advance written notice of the amendment. If you do not agree to any such amendment, you must not renew your subscription. Subject to this, any amendment to this agreement will only be binding if documented in writing and agreed by authorised representatives of each party.
All notices, invoices or other communications between the parties in connection with this agreement must be communicated by:
email and be deemed received upon a read receipt being sent back to the sender from the recipient, or in the absence of a receipt, then 24 hours from the time of logged transmission by the sender’s email application;
pre-paid courier or registered post and be deemed received five (5) business days after the date of posting; or
hand and be deemed received when actually delivered.
If the above provisions result in a notice taking effect on a day which is not a business day, the notice shall instead take effect on the next following business day.
All notices between the parties as referred to in this section shall, in our case be sent for the attention of Matthew Doyle at our registered address mentioned at the top of this agreement and in the case of you, to the person who provided their details upon purchasing a package from us.
19. Other terms.
The services are only intended to be used for commercial purposes and for the benefit of companies, other organisations and partnerships (including their employees, agents and contractors), but not consumers.
Each party warrants that is has full power and authority to enter into and perform its obligations under this agreement.
This agreement is the entire agreement between the parties and supersedes all prior agreements, arrangements and understandings between the parties in relation to its subject matter.
Neither party is liable for any delay or interruption in the fulfilment of its obligations under this agreement which is caused by a force majeure event provided the party affected meets the following conditions (and time for performance of the affected obligation shall be adjusted proportionately). The affected party must inform the other party of the nature of the event reasonably promptly once they become aware of it, must take reasonable steps to mitigate the effects of the event, and must keep the other party reasonably informed of progress in resolving such event.
Each of the parties acknowledges that in entering into this agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) of any person (whether a party to this agreement or not) other than as expressly set out in this agreement.
Time for performance of any of the services shall not be deemed to be of the essence under any circumstances.
Nothing in this Agreement shall confer any right or benefit upon any person who is not a party to it.
No failure or delay by either party to exercise a right or remedy provided under this agreement or by law shall constitute a waiver of that right or remedy.
In the event that whole or part of any section of this agreement is deemed unenforceable, the remainder of that section shall remain in full force and effect.
The parties are independent contractors, and this agreement does not establish an agency relationship, partnership or joint venture between the parties. Neither party is authorised to enter into commitments or make any representations on behalf of the other party.
This agreement will be deemed effective upon you paying us in full for the initial subscription period’s fees.
Sections 8, 9 and 12 through 20 shall survive the expiration or termination of this agreement. In addition, such other terms of this agreement, as the context requires, shall also survive to the extent required to provide full force and effect to the parties’ obligations and remedies with respect to this agreement.
No right or remedy conferred upon or reserved to either party is intended to be exclusive of any other right or remedy, and each and every right and remedy shall be cumulative and in addition to any other right or remedy under this agreement, or under applicable law, whether existing now or existing the future. The election by a party of any remedy provided for in this agreement or otherwise available to such party shall not preclude such party from pursuing any other remedies available to such parties at law, in equity, by contract or otherwise.
20. Interpretation of these terms.
“applicable laws” means all laws which may apply to either party as a consequence of entering into this agreement or which relate to the services, including US federal law, the laws of the US state of Delaware, and the laws of England and Wales;
“confidential information” means any information disclosed by one party to the other party under this agreement which is either marked as being confidential or would normally be considered confidential under the circumstances. In our case, this includes our services and any related materials that we provide to you. In your case, this includes the data that you upload or store on our services;
“force majeure event” means any event beyond the reasonable control of a party or that of its suppliers, including any act of God, disaster, riot, war, act of terrorism or a delay caused by the actions of the other party, but excluding any information technology hardware, software telecommunications or connectivity failure where such hardware, software, telecommunications or connectivity is controlled by that party or its direct suppliers;
“insolvency event” means, with respect to a party, that: (i) that party ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); (ii) that party becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; (iii) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; (iv) the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or (v) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction;
“intellectual property rights” mean all intellectual property rights wherever in the world arising, whether registered or unregistered, including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off;
“mobile app” means our mobile application as available from time to time from certain mobile application stores (including that of Google Android and Apple iOS) which can be used by a registered user to enter and upload data to our other services including our web platform;
“package” means the package which you have chosen to subscribe to. This may be “Starter”, “Basic”, “Full”, “Pro” or “Enterprise”;
“sales webpage” means https://www.buildarray.com/pricing/ .
The word “include” and similar phrases shall not be construed to limit those that precede them. The words we, us, you and your bear the meaning set out above, unless the context requires otherwise. Headings are included for convenience only. Words in the singular shall include the plural and vice versa. References to any law is to that law as amended or replaced from time to time, and includes all relevant subordinate legislation.