Trudy Licence Terms

These terms and conditions are a legal agreement ("Trudy Licence Terms") between you ("Customer") and Creator Technologies Ltd, a company incorporated in England and Wales (company no. 15624338) at 124 City Road, London EC1V 2NX ("Creator Tech") for access to and use of Trudy, Trudy's proprietary influencer matchmaker software program.

Creator Tech licences Trudy to the Customer on the basis of this Agreement.

The Customer acknowledges and agrees that Trudy is made available to it as a Google Chrome plug-in extension on the Google Chrome Web Store site operated by Google, and that in order to access and use Trudy, the Customer must be a user of Google Chrome.

The following terms and conditions shall govern the provision and use of Trudy.

1. Definitions and Interpretation

The following definitions and rules of interpretation apply to this Agreement:

"Aggregation Standard" means Creator Tech's standard for the minimum aggregation and suppression thresholds applied to the creation of Derived Data, a copy of which is available on request, as updated from time to time provided that no update reduces the level of protection it provides.

"Authorised User" means an individual who is authorised by the Customer to access and use Trudy under the Customer's account.

"Business Day" means a day other than a Saturday, Sunday, or public holiday in England when banks in London are open for business.

"Confidential Information" means all confidential or proprietary information (however recorded or preserved) disclosed by one party or its employees, officers, subcontractors, representatives or advisers (together "Representatives") to the other party and the other party's Representatives, including the terms of this Agreement, the business, affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, products, services, data, know-how, or trade secrets of the disclosing party, including anything specified as being Confidential Information in clauses 10.4 and 10.5. Confidential Information does not include Derived Data.

"Controller, Processor, Data Subject, Personal Data, personal data breach, Processing" and "appropriate technical and organisational measures" shall each have the meaning given to it in the Data Protection Legislation.

"Customer Data" means any commercial or proprietary data which is uploaded or otherwise submitted to Trudy directly by the Customer, or by Creator Tech on the Customer's behalf, including any data submitted into Trudy indirectly via any third party application used by the Customer excluding any Derived Data.

"Personal Data" means any Personal Data contained in the Customer Data.

"Data Protection Legislation" means all applicable privacy and data protection laws, including the EU General Data Protection Regulation (Regulation 2016/679) ("GDPR"), the GDPR as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018 ("UK GDPR"), the Data Protection Act 2018, and any applicable national implementing laws, regulations and secondary legislation in England and Wales relating to the processing of personal data and the privacy of electronic communications, as amended, replaced or updated from time to time, including the Privacy and Electronic Communications Directive (2002/58/EC) and the Privacy and Electronic Communications (EC Directive) Regulations 2003 (SI 2003/2426).

"Derived Data" means any data which is derived from the Customer's use of Trudy or the processing by Creator Tech of Customer Data, which shall include: (i) data which is processed and stored as mathematical constructs; and (ii) statistical or aggregated data, in each case created in accordance with the Aggregation Standard and excluding any Personal Data, and from which the Customer, any Authorised User and any individual cannot be identified or derived, whether alone or in combination with other information reasonably likely to be available to a recipient of that data.

"Documentation" means those printed or online instructions, manuals, screens, and diagrams distributed or otherwise provided by Creator Tech that pertain to Trudy, including the functional specification of Trudy.

"Effective Date" means the date set out in the Order.

"Extended Term" has the meaning given to it in clause 12.1.

"Fees" means the Fees payable by the Customer to Creator Tech for use of Trudy (as amended from time to time in accordance with the terms and conditions of this Agreement).

"Force Majeure Event" has the meaning set out in clause 13.3.

"Initial Term" has the meaning given to it in clause 12.1.

"Insolvency Event" means, with respect to a Party, (a) entering into a composition or arrangement with its creditors other than for the sole purpose of a solvent reconstruction; (b) an inability to pay its debts as they become due; (c) a person becoming entitled to appoint or appointing a receiver or an administrative receiver over that Party's assets; (d) a creditor or encumbrancer attaches or takes possession of the whole or any part of that Party's assets which is not discharged within 14 days; or (e) any event occurs, or proceeding is taken, in any jurisdiction that has an effect equivalent or similar to any of the events mentioned in (a) to (d) above.

"Intellectual Property Rights" means patents, rights to inventions, copyright and neighbouring and related rights, trade marks, goodwill 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.

"Order" means the IO entered into between the Parties relating to the provision of Trudy by Creator Tech to the Customer in such form as Creator Tech may require, which is executed by the Customer and Creator Tech.

"Party" means a party to this Agreement, being either Creator Tech or the Customer, and "Parties" means both of them.

"Term" means both the Initial Term and each Extended Term.

"Trudy" means Creator Tech's software program known as 'Trudy', made available as a Google Chrome plug-in extension (including any related API, API Key or Website from time to time) to which the Customer is granted access pursuant to the terms and conditions of this Agreement.

"Virus" means any thing or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware, network, data, or the user experience, including worms, Trojan horses, viruses and other similar things or devices.

"Website" means any website operated by Creator Tech through which Trudy is delivered to or accessed by the Customer.

1.2

In this Agreement: (a) clause, schedule and paragraph headings shall not affect the interpretation of this Agreement; (b) unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular; (c) a reference to writing or written includes e-mail; (d) references to clauses and schedules are to the clauses and schedules of this Agreement; references to paragraphs are to paragraphs of the relevant schedule to this Agreement; (e) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.3

The Order shall be entered into on the Effective Date, subject to and in accordance with these Trudy Licence Terms, which are incorporated into the Order by reference. The Order and these Trudy Licence Terms together are referred to as the "Agreement".

1.4

This Agreement takes precedence over any agreement provided by the Customer and in the event of any conflict between the provisions of the Order and these Trudy Licence Terms, the Order takes precedence.

1.5

By (i) creating an account, (ii) using the Platform, or (iii) accepting any of our Services, including Services agreed via email or other forms of communication, you agree to be bound by these Terms and Conditions. These Terms constitute a legally binding agreement between you and Trudy.

2. Access to Trudy

2.1

Subject to the Customer paying the Fees and complying with the terms and conditions of this Agreement, Creator Tech hereby grants to the Customer a non-exclusive, non-transferable, non-sublicensable right to permit the Customer to access and use Trudy during the Term.

2.2

This Agreement permits the Customer to use Trudy on Google Chrome enabled devices with relevant Chrome software version(s) and no other devices.

2.3

The Customer shall not access, store, distribute or transmit any Viruses or any material during its use of Trudy that is unlawful, harmful, infringing, offensive, discriminatory, or which facilitates illegal activity or depicts sexually explicit images or causes damage or injury to any person or property. Creator Tech reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause 2.3.

2.4

Except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties, and except to the extent expressly permitted under this Agreement, the Customer shall not, and shall not attempt to, copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of Trudy in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of Trudy (including its object code and source code).

2.5

The Customer shall not, and shall not attempt to: (a) access all or any part of Trudy in order to build a product or service which competes with it; (b) make Trudy available to any third party; or (c) attempt to obtain, or assist any third party in obtaining, access to Trudy, other than as provided under this clause 2.

2.6

The rights provided under this clause 2 are granted to the Customer only and shall not be considered granted to any affiliate, subsidiary or holding company of the Customer.

2.7

The Customer shall only use Trudy in accordance with their assigned brand profile and authorised scope of use. Any unauthorised use of Trudy, including but not limited to:

(a) use outside the assigned brand profile;
(b) sharing access credentials with unauthorised users; or
(c) attempting to access data or functionality beyond the authorised scope

shall constitute a material breach of this Agreement.

In such cases:

(i) Creator Tech may immediately terminate access to Trudy;
(ii) the Customer shall be liable for any direct and indirect damages resulting from such unauthorised use;
(iii) Creator Tech reserves the right to seek compensation for lost revenue, reputational damage, and any other losses arising from such unauthorised use; and
(iv) the Customer shall indemnify Creator Tech against any claims, losses, or damages arising from such unauthorised use.

2.8

The Customer must select one of the following subscription terms:

(a) Monthly rolling
(b) 3-month rolling
(c) 12-month rolling
(d) 24-month rolling

2.9

Access to Trudy is granted only after:

(a) Customer selects a subscription plan
(b) Customer receives and pays the corresponding invoice via the provided payment link
(c) Payment is confirmed by Creator Tech

2.10

Creator Tech accepts payment via:

(a) Credit/debit card
(b) Bank transfer
(c) Direct debit

through its authorised payment processor Stripe.

2.11

A legally binding contract under these Terms is formed when:

(a) Customer selects a subscription plan and submits payment information
(b) Payment is successfully processed
(c) Creator Tech confirms receipt of payment

2.12 Usage limits

Unless a higher limit is specified in the Order, use of Trudy on the subscription plan designated by Creator Tech as its base plan (the "Base Plan") includes the analysis of up to 500 creators in each calendar month (the "Monthly Analysis Limit"), on the following basis:

(a) each unique creator in respect of which the Customer runs an analysis through Trudy in a given calendar month counts once towards the Monthly Analysis Limit, regardless of the number of times that creator is analysed in that month, as measured by Creator Tech, whose measurement shall be conclusive save for manifest error;
(b) unused allowance does not roll over to any subsequent calendar month;
(c) if the Customer reaches the Monthly Analysis Limit, Creator Tech may restrict the Customer's ability to analyse further creators until the first day of the following calendar month, without liability and without any reduction or refund of the Fees, and the Customer may at any time upgrade to a subscription plan with a higher limit; and
(d) any attempt to circumvent or exceed the Monthly Analysis Limit, including through the use of multiple accounts or access credentials, shall constitute unauthorised use for the purposes of clause 2.7.

3. Creator Tech's Obligations

3.1

Creator Tech shall (a) make Trudy available to the Customer on and subject to the terms and conditions of this Agreement; and (b) use commercially reasonable endeavours to ensure that Trudy conforms to the Documentation.

3.2

Notwithstanding clause 3.1, the Customer acknowledges that Trudy may evolve over time and that functionality may be added or removed from time to time.

3.3

Creator Tech does not warrant that the Customer's use of Trudy will be uninterrupted or error-free, or that Trudy and/or the information or results obtained by the Customer through its use of Trudy will meet the Customer's requirements. Subject to its obligations under Data Protection Legislation, Creator Tech is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of Customer Data over communications networks and facilities, including the internet, and the Customer acknowledges that Trudy may be subject to limitations, delays, and other problems inherent in the use of such communications facilities.

3.4

Creator Tech shall not be liable for any breach of its obligation under clause 3.1(b) to the extent any non-conformance with the Documentation is caused by the Customer's use of Trudy contrary to Creator Tech's instructions, or modification or alteration of Trudy by any party other than Creator Tech or Creator Tech's duly authorised contractors or agents.

3.5

If Trudy does not conform materially with the Documentation, Creator Tech will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the expected result or function stipulated in the Documentation. Such correction or substitution constitutes the Customer's sole and exclusive remedy for such non-conformance.

3.6

This Agreement shall not prevent Creator Tech from entering into similar agreements with third parties, or from independently developing, using, selling, or licensing documentation, products and/or services which are similar to those provided under this Agreement.

4. Customer's Obligations

4.1

The Customer shall comply with all applicable laws and regulations in the exercise of its rights and the performance of its obligations pursuant to this Agreement.

4.2

The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, Trudy and, in the event of any such unauthorised access or use, promptly notify Creator Tech.

4.3

The Customer's sole means of accessing Trudy shall be via Google Chrome.

4.4

The Customer will obtain a password through the login process to use and access Trudy. The Customer may not share the password with any third party, must keep the password and all login information secure and confidential, and must use the password as the Customer's sole means of accessing Trudy. The password may be replaced at any time by Creator Tech on notice to the Customer.

5. Terms required by Google

5.1

This Agreement constitutes an end user licence agreement (EULA) in lieu of any license grant provided by Google to use Trudy on Google Chrome. This Agreement is between Creator Tech and the Customer only, and not with Google. Creator Tech is solely responsible for Trudy.

5.2

The Google Chrome Web Store is owned and operated by Google Inc. The Customer's use of the Google Chrome Web Store is governed by a legal agreement between you and Google consisting of the Google Terms of Service (found at: Google Terms of Service – Privacy & Terms – Google) and the Google Chrome Terms of Service (found at: Google Chrome and ChromeOS Additional Terms of Service) and together with the Google Terms of Service called, the "Terms". In addition, your use of Google Chrome is subject to the Google Chrome Web Developed Policies, to the extent applicable (found at: Google Chrome Web Store Developer Agreement).

5.3

Creator Tech is solely responsible for providing and Google has no obligation to provide maintenance and support for Trudy. Support requests, as well as questions, complaints or claims regarding Trudy, may be directed to Creator Tech.

5.4

To the maximum extent permitted by applicable law, Google will have no warranty obligation whatsoever with respect to Trudy, and will not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty. Creator Tech shall not be required to provide a refund to the Customer under any circumstances.

5.5

Google shall not be responsible for addressing any claim by the Customer or any third party relating to Trudy or the Customer use of Trudy, including but not limited to (i) product liability claims; (ii) any claim that Trudy fails to conform to any applicable legal or regulatory requirement; or (iii) claims arising under consumer protection or similar legislation.

5.6

Google shall not be responsible for the investigation, defence, settlement or discharge of any claim that Trudy or the Customer's use of Trudy infringes any third party's intellectual property rights.

5.7

Notwithstanding anything to the contrary in this Agreement, Google Inc. and its subsidiaries are third party beneficiaries to this Agreement, and have the right (and shall be deemed to have accepted the right) to enforce this Agreement against the Customer.

6. Suspension of Service

6.1

Creator Tech may suspend the access to or use of Trudy if Creator Tech determines that the Customer's use of Trudy:

6.1.1 is in breach of this Agreement;
6.1.2 poses a security risk;
6.1.3 is adversely impacting or may adversely impact (as appropriate) Trudy or any service provided by Creator Tech to a third party;
6.1.4 where it is in the legitimate interests of Creator Tech to do so, including where there is a reasonable risk that the Customer may default in the payment of the Fees;

and Creator Tech shall use its reasonable endeavours to notify the Customer before the suspension takes effect and as soon as reasonably practicable thereafter, and may use any reasonable means to do so.

7. Customer Data and Derived Data

7.1

The Customer shall own all right, title and interest in and to all the Customer Data and shall have sole responsibility for the legality, reliability, integrity, accuracy, and quality of the Customer Data.

7.2

The Customer warrants and represents that it has the authority, including all necessary rights, licences, and permissions, to upload and use, and to permit Creator Tech to use and Process, the Customer Data in accordance with this Agreement.

7.3

The Customer hereby grants to Creator Tech a worldwide, non-exclusive, irrevocable (during the Term), royalty free licence during the Term to use the Customer Data for the purpose of providing Trudy, save that the licence granted in clause 7.9 is perpetual and irrevocable in respect of Derived Data created during the Term.

7.4

The Customer acknowledges that Creator Tech may use the Customer Data to improve the performance and functionality of Trudy to develop improvements, updates, upgrades, modifications, or derivative works thereof which shall constitute Improvements (as defined in clause 9.2). Creator Tech may also use Customer Data for the purposes set out in clause 7.9.

7.5

Creator Tech may track and analyse the Customer's use of Trudy for the purposes of security and to help Creator Tech improve Trudy.

7.6

Each Party shall comply with its obligations under any Data Licence Agreement agreed between the parties in writing. The Data Licence Agreement is in addition to, and does not relieve, remove, or replace, the Parties' respective obligations or rights under the Data Protection Legislation.

7.7

The Customer shall indemnify and hold harmless Creator Tech from and against all losses, damages, liabilities and claims, arising from or in relation to any third party claim that the processing and use of the Customer Data in accordance with this Agreement infringes or misappropriates any third party Intellectual Property Rights or breaches Data Protection Legislation.

7.8

The Data Processing Addendum published at trudy.app/dpa forms part of these Terms and applies whenever Creator Tech processes personal data on the Customer's behalf.

7.9 Derived Data

(a) Creator Tech may process Customer Data to create Derived Data, and may use, disclose, licence and commercially exploit Derived Data for any purpose, including benchmarking, market and category analytics, research, the development of analytics products, and the training and improvement of Creator Tech's models and of Trudy.

(b) Derived Data is created in accordance with the Aggregation Standard and contains no Personal Data. Creator Tech will not publish or disclose Derived Data in a form that identifies the Customer or any Authorised User.

(c) The Customer may opt out at any time, by notice to privacy@trudy.app or through the account settings. Following an opt-out, Creator Tech will create no further Derived Data from that Customer's Customer Data.

(d) An opt-out operates prospectively only. It does not require Creator Tech to withdraw, reverse, delete or cease using Derived Data already created, or any model, product, benchmark or output incorporating it, none of which can be reconstituted to isolate an individual Customer's contribution.

(e) The Customer's warranty in clause 7.2 applies to the processing described in this clause.

(f) This clause survives termination or expiry of this Agreement in respect of Derived Data created before termination or opt-out.

8. Fees and Payment

8.1 Payment Terms

(a) All Fees are payable in advance
(b) Payment must be made via the provided Stripe payment link before access is granted
(c) Fees are non-cancellable and non-refundable
(d) Fees may be increased for renewal periods with 30 days notice
(e) Interest on late payments charged at 5% above Bank of England base rate

Fees are stated exclusive of value added or other applicable sales tax, which shall be added to Creator Tech's invoice(s) at the appropriate rate.