Thank you for using ScribePro.

Please read these Terms carefully. By accessing and using ScribePro (as hereinafter defined) or signing up for an account, you are agreeing to these Terms, which will result in a legal agreement between you and ScribePro Limited (“Agreement”). ScribePro Limited is a company registered in Scotland (Company registration number SC593435) having its registered office at 22 Drumcarn Drive, Glasgow G62 2EB (“the Company” “We”, “Our” or “Us”).

ScribePro is an online digital platform (the “App”) that allows you to manage and record medical information about players within your team or organisation. The App is offered through Our website www.scribepro.co and both GooglePlay Store and Apple iOS App Store, and any other website or mobile application or media channel related, linked or otherwise connected thereto which is owned, operated or controlled by Us from time to time (we’ll collectively refer to these as the “Site,” and together with the App, the “Service”). As a customer of the Service or a representative of an entity that is a customer of the Service, you are a “Member” according to this Agreement (or “You” or “Your”).

These Standard Terms of Use define the terms and conditions under which You are allowed to use the Service in accordance with the Agreement, and how we will treat your account while You are a Member. If You do not agree to these Terms, You must immediately discontinue Your use of the Service.

Some features of the Service are offered as add-ons to Your account (“Add-ons”) for example the Covid-19 Screening Solution. Unless expressly stated otherwise, these Terms apply to the use of Add-ons. Some Add-ons are intended for particular use and may also have additional terms or restrictions (“Additional Terms”). If this is the case We will notify You of these in advance of Your access to them and You agree to the applicable Additional Terms at the time they choose to add the corresponding Add-on. Also note that Your account may have access to unique features of the Service based on their historic usage or status.

If You download the App through the Apple App Store, Google Play or other app store or distribution platform (“App Provider”), You acknowledge and agree that: (i) these Terms are between You and Us, and not with the App Provider, and that We are responsible for the Service, not the App Provider; (ii) the App Provider has no obligation to furnish maintenance and support services or handle any warranty claims; (iii) the App Provider is not responsible for addressing any claims You or any third party have relating to the App; and (iv) the App Provider is a third party beneficiary of these Terms as related to Your use of the App, and the App Provider will have the right to enforce these Terms as related to Your use of the App against You.

The information provided on the Site is not intended for distribution or use by any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation which would subject Us to any registration requirement within such jurisdiction. Accordingly You are responsible for compliance with local laws if and to the extent local laws are applicable.

If you have any questions about our Terms, feel free to contact Us at hello@scribepro.co.

Account

1. ELIGIBILITY

In order to use the Service, You must

1. be at least eighteen (18) years old and able to enter into contracts;
2. complete the account registration process;
3. agree to these Terms;
4. provide true, complete, and up-to-date contact and, where applicable, billing information;

By using the Service, You represent and warrant that You meet all the requirements listed above, and that you won’t use the Service in a way that violates any laws or regulations. Note that by representing and warranting, you are making a legally enforceable promise.

The Company may refuse service, close accounts of any Members, and change eligibility requirements at any time.

2. TERM

When You sign up for an account and agree to these Terms, the Agreement between You and the Company is formed, and the term of the Agreement (the “Term”) will begin. If you sign up initially for a free trial of the Service the Term will continue for thirty days unless we agree in writing otherwise (or until You or We terminate the Agreement in accordance with these Terms, whichever happens first). If You sign up to the paid Service then the Term will be as set out in the Statement of Services to be agreed between us, which Statement of Services will form part of this Agreement. If You sign up for an account on behalf of a company or other entity, You represent and warrant that You have the authority to accept these Terms and enter into the Agreement on its behalf.

3. CLOSING YOUR ACCOUNT

Either You or the Company may terminate the Agreement at any time and for any reason by terminating or giving written notice of that to the other party. We may suspend the Service to You at any time, with or without cause. If You decide not to continue with a paid subscription at the end of the trial period then Your account will be terminated at the end of the trial period and You acknowledge and agree that We may permanently delete Your account and all the data associated with it.

4. CHANGES

We may change any of the Terms or the Service, Add-ons, or any features of the Service at any time, and We may discontinue the Service, Add-ons, or any features of the Service at any time. We will notify You in advance in writing or by posting any changes on our Site before doing so.

5. ACCOUNT AND PASSWORD

You are responsible for keeping your account name and password or other log in credentials confidential. You are also responsible for any account that you have access to and any activity occurring in such account (other than activity that the Company is directly responsible for that is not performed in accordance with Your instructions), whether or not You authorised that activity. You will immediately notify us of any unauthorised access or use of Your accounts. We are not responsible for any losses due to stolen or hacked passwords. In addition, You represent and warrant that all information you provide to us when you establish an account, and when you access and use the Service, is and will remain complete and accurate.

6. ACCOUNT DISPUTES

We do not know the inner workings of your organization or the nature of Your personal relationships. You will not request access to or information about an account that is not Yours. We decide who owns an account based on a number of factors, including the content in that account, and the contact and profile information listed for that account. In cases where differing contact and profile information is present or We are unable to reasonably determine ownership, We will require you to resolve the matter through proper channels outside of the Company.

When a dispute is identified, We may suspend any account associated with the dispute, including disabling login and sending capabilities, to protect the security and privacy of the data held within the account until the dispute is properly resolved.

Payment

7. BILLING

Your use of the Service requires You to pay an annual or monthly subscription fee based on Your subscription type.  You agree to an annual or monthly recurring billing as set out in the Statement of Services and any amendments agreed between Us in writing thereto from the Commencement Date set out in that Statement of Services. Billing occurs on the same day each year or month, based on the Commencement Date. Payments are due for any year or month on the same or closest date to the day You made Your first annual or monthly payment (the “Pay Date”). If You sign up for any Add-Ons after the Commencement Date then they will be added to the annual or monthly subscription fee and payable on the Pay Date save that where the Add-On has been requested during a year or month the first payment will be apportioned to reflect the days of access to the Add-On during that period.

As long as You are subscribed to an Add-On or otherwise have an outstanding balance with Us, You will provide us with valid debit or credit card (“card”) information and authorize Us to deduct Your charges against that card. You will replace the information for any card that expires with information for a valid one. If Your card is automatically replaced with a new card by a payment processor, You acknowledge and agree that We are authorized to deduct any charges on Your account against the new card. Anyone using a card represents and warrants that they are authorized to use that card, and that any and all charges may be billed to that card and will not be rejected. If We are unable to process your card order, We will try to contact you by email and may suspend your account until your payment can be processed.

Where a payment is overdue or late We reserve the right to charge interest on such sum on a day to basis from the due date to the actual date of payment at 3% above the Base Lending Rate of the Royal Bank of Scotland plc from time to time.

Rights

8. FEEDBACK AND PROPRIETARY RIGHTS

We own all proprietary rights in the Service, including, but not limited to, patents, trademarks, service marks, trade secrets, copyrights, and database rights, together with all source code, functionality, software, Site designs and graphics and other intellectual property rights in the Services. You will respect our proprietary rights in the Service, and you may only use our brand assets according to any brand guidelines We notify You of from time to time. The Service is never for internal use by your organisation only. Except as expressly provided in this Agreement or without Our prior written consent no part of Our Site or Service may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold or licensed or otherwise exploited for any commercial purpose whatsoever.
You represent and warrant that You either own or have permission to use all of the material, content, data, and information (including your personal information and the personal information of others) You submit to Us in the course of using the Service or which We retrieve or access at your direction or with your permission (“Content”). You retain ownership of the Content that you upload to the Service. We may use or disclose your Content (including any personal information therein) only as described in these Terms and Our privacy statement (as set out on the Site).

You may provide or we may ask you to provide suggestions, comments, input or other feedback (“Feedback”) regarding the Service. If you provide us with any Feedback, then you grant us a royalty-free, non-exclusive, worldwide, sublicensable, and transferable license to use, reproduce, publicly display, distribute, modify, and publicly perform the Feedback as we see fit. Any Feedback you choose to provide is given entirely voluntarily. You understand that you will not receive any compensation for your Feedback, and that We may use any Feedback You provide to improve the Service or to develop new features and services.

9. PRIVACY

Your privacy is important to Us. Please read our Privacy Statement and Cookie Policy both of which are on Our website www.scribepro.co for information regarding how we collect, use, and disclose your Content and personal information and protect Your privacy when You use the Service.

Insofar as any aspect of the Service or the performance of this Agreement involves the processing of any personal data belonging to or under the control of either of us or those for whom either of us are responsible at law each of us warrants to the other with regard to the collection by and disclosure of personal data by either of us (specifically including personal data as defined in the General Data Protection Regulation EU 2016/679 (“the GDPR”) or in respect of the UK the Data Protection Act 2018 and the GDPR as amended by the EU (Withdrawal) Act 2018 as amended by the Data Protection, Privacy and Electronic (Amendments etc) (EU Exit) Regulations 2019 and any other legislation extending  or amending it from time to time (collectively “UK GDPR”)) that each of us will comply with the aforementioned data protection legislation.  In particular each party acknowledges that they have and will maintain in place appropriate technical and organisational measures to ensure the security of such personal data.

Rules and Abuse

10. GENERAL RULES

We do not allow accounts that promote or incite harm toward others or that promote discriminatory, hateful, or harassing Content. To that extent We may suspend or terminate Your account if We determine, in Our sole discretion, that

You are either:

• an organisation that has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor discriminatory or hateful Content or threats of physical harm; or
• an organisation that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent discriminatory or hateful Content or threats of physical harm.

As a user of the Service you agree not to:

1. circumvent, disable or otherwise interfere with security related features of the Site;
2. make any unauthorised use of the Site or create accounts under false pretences;
3. interfere with, disrupt, or create an undue burden on the Site or on the networks or services connected to the Site;
4. attempt to impersonate another user or person or username of another user;
5. use the Site to compete with Us or otherwise use the Site and/or the Service for any revenue generating endeavour or commercial enterprise;
6. decipher, decompile, disassemble or reverse engineer any of the software comprising in or in any way making up part of the Site;
7. upload or transmit or attempt to upload or transmit viruses, Trojan Horses or other material that interferes with any party’s use or enjoyment of the Site or the Service or which modifies, impairs, disrupts, alters or interferes with the use, features and functions of the Site and/or Service;
8. disparage, tarnish or otherwise harm us and/or the Site; or
9. use the Site in a manner inconsistent with any applicable laws or regulations.

We reserve the right to monitor the Site for breaches of this Agreement
If You breach any of these rules, then We may suspend or terminate your account and may take appropriate legal action against anyone who, in Our sole discretion breaches these General Rules or other terms of this Agreement.

11. REPORTING ABUSE

If You think anyone is violating any of these Terms, please notify Us immediately. If You think anyone has posted material that violates any protected marks or copyrights, then You can notify Us at hello@scribepro.co.

12. COMPLIANCE WITH LAWS

You represent and warrant that Your use of the Service will comply with all applicable laws and regulations to which You are subject. You are responsible for determining whether the Service is suitable for You to use in light of Your obligations under any regulations or other applicable laws. If You are subject to regulations (like HIPAA) and you use the Service, then we won’t be liable if the Service does not meet those requirements. You may not use the Service for any unlawful or discriminatory activities, including acts prohibited by any applicable laws.

If You collect any personal information pertaining to a minor and store such information within Your account, You represent and warrant that You have obtained valid consent for such activities according to the applicable laws of the jurisdiction in which the minor lives.

If You or the people whose personal information forms part of your Content through Your use of the Service are subject to Data Protection Laws such as the GDPR for EU based individuals and UK GDPR for UK based individuals, you agree, represent and warrant (as applicable) to Us that:

1. You will clearly post, maintain, and abide by a publicly accessible privacy notice on the digital properties from which the underlying data is collected that (a) satisfies the requirements of applicable data protection laws, (b) describes your use of the Service, and (c) includes a link to Our Privacy Statement.
2. You will get and maintain all necessary permissions and valid consents required to lawfully transfer data to Us and to enable such data to be lawfully collected, processed, and shared by Us for the purposes of providing the Service or as otherwise directed by you.
3. You will provide and obtain all notices and obtain all necessary consents required by applicable data protection laws to enable Us to deploy cookies and similar tracking technologies (like web beacons or pixels) lawfully on and collect data from the devices of contacts and end users in accordance with and as described in Our Cookie Policy.
4. You are subject to Our Data Processing Addendum (“DPA”), which will apply when and to the extent We process your Content (in so far as it includes Personal Data) protected by Data Protection Laws (all as defined in the DPA). The DPA sets out our obligations with respect to data protection and security when processing such Content in connection with the Service and forms part of these Terms.
In addition, if You are subject to UK or EU Data Protection Law, You acknowledge and agree that We have your prior written authorisation to respond, at Our discretion, to any data subject access requests we receive from your contacts made under UK or EU Data Protection Law, or, alternatively, We may direct any such contacts to you so that You can respond to the request accordingly.
You agree to indemnify and hold us harmless from any losses, including all legal fees and expenses, that result from your breach of this Section 12.

Liability

13. LIMITATION OF LIABILITY

To the maximum extent permitted by law, You acknowledge and agree that (i) You assume full responsibility for any loss that results from your use of the Service, including any downloads from the Site; (ii) We will not be liable for any indirect, punitive, special, or consequential damages under any circumstances, even if they are based on negligence or We have been advised of the possibility of those damages; and (iii) in any calendar month, Our total liability to You arising under or in connection with the Agreement—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—will be no more than what you paid Us for the Service (including Add-Ons) the preceding month.

For the avoidance of doubt, in no instance will We be liable for any losses or damages You suffer if you use the Service in violation of these Terms, regardless of whether We terminate or suspend Your account due to such violation.

14. NO WARRANTIES

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE PROVIDE THE SERVICE AS-IS. THIS MEANS THAT, EXCEPT AS EXPRESSLY STATED IN THESE TERMS, WE DO NOT PROVIDE WARRANTIES, CONDITIONS, OR UNDERTAKINGS OF ANY KIND IN RELATION TO THE SERVICE, EITHER EXPRESS OR IMPLIED. THIS INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE, TO THE FULLEST EXTENT PERMITTED BY LAW, EXCLUDED FROM THE AGREEMENT. SINCE MEMBERS USE THE SERVICE FOR A VARIETY OF REASONS, WE CANNOT GUARANTEE THAT IT WILL MEET YOUR SPECIFIC NEEDS.

We cannot guarantee that the Site will be available at all times. We may experience hardware, software or other problems or need to perform maintenance related to the Site resulting in errors, interruptions or delays. We reserve the right to change, revise, update, suspend, discontinue or otherwise modify the Site at any time or for any reason without notice to You. You agree that we have no liability whatsoever for any loss damage or inconvenience caused by Your inability to access or use the Site during any downtime or discontinuance thereof. Nothing in this Agreement will obligate us to maintain and support the Site or to supply any corrections, updates or releases in connection with it.

15. INDEMNITY

You agree to indemnify and hold us harmless from any losses, including legal fees and expenses that directly or indirectly result from any claims you make that are not allowed under these Terms due to a “Limitation of Liability” or other provision. (Indemnity is an agreement to compensate someone for a loss.) You also agree to indemnify and hold Us harmless from any losses, including legal fees and expenses, that directly or indirectly result from (i) Your Content, (ii) Your use of the Service, (iii) Your violation of any laws or regulations, (iv) third-party claims that You or someone using your password did something that, if true, would violate any of these Terms, (v) any misrepresentations made by You, or (vi) a breach of any representations or warranties You have made to us.

Miscellaneous

16. ASSIGNMENTS

You may not assign any of Your rights under this Agreement to anyone else. We may assign Our rights to any other individual or entity at Our discretion.

17. FORCE MAJEURE

We will not be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of god, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, zombie apocalypse, floods, strikes, power blackouts, epidemic or pandemic, volcanic action, unusually severe weather conditions, and acts of hackers, or third-party internet service providers.

18. SURVIVABILITY

Even if this Agreement is terminated, the following sections will continue to apply: Feedback and Proprietary Rights, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.

19. SEVERABILITY

If it turns out that a section of these Terms is unenforceable, then that section will be removed or edited as required, and the rest of the Agreement will still be valid

20. WAIVER

If We do not immediately take action on a breach of these Terms, We are not giving up any rights under the Terms, and We may still take action at some future point.

21. NOTIFICATION OF SECURITY INCIDENT

If We become aware of a security incident related to our systems or databases that contain personal information related to You or Your contacts, We will notify You of such incident if required by law. In that event, We will also provide You with information about that incident so that You can evaluate the consequences to You and any legal or regulatory requirements that may apply to You, unless We are prevented from doing so by legal, security or confidentiality obligations. Notifying You of a security incident or cooperating with You to respond to one will not be deemed an acknowledgement or assumption of any liability or fault of the Company for such incident.

22. NOTICES

Any notice to You will be effective when We send it to the last email or physical address You gave Us or when posted on Our Site. Any notice to Us will be effective when delivered to us at our registered office.

23. ENTIRE AGREEMENT

These Terms, the Statement of Services and any Additional Terms You have agreed to by enabling any Add-ons, and the Data Processing Addendum make up the entire agreement between us in relation to its subject matter and supersede all prior agreements, representations, and understandings. Any Additional Terms will be considered incorporated into the Agreement when You activate the corresponding Add-on.

Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control to the extent of the conflict.

24. VARIATIONS

No variations or amendments to this Agreement and in particular the Statement of Service will be allowed unless mutually agreed in writing.

25. VARIATIONS

The laws of Scotland will apply to any dispute related to the Agreement or the Service. You acknowledge and agree that any dispute related to the Agreement or the Service itself will be decided by the Scottish Courts and each party consents to personal jurisdiction in those courts.