Terms and Conditions

 

This website (www.system1adratings.com) and its services (defined as a set of online dashboards showing measures of the effectiveness of adverts and related information, which utilise System1 Group PLC’s market research methods for testing advertising ,collectively the "Services") are owned by System1 Ad Ratings Limited and/or its affiliated companies (collectively, "we," "us," or "System1"). Any and all use of the Services is subject to the following terms and conditions (“T&Cs”).

By ticking the box next to “I accept” or any similar statement indicating your agreement to the terms of these T&Cs, you accept, and agree to be legally bound by, all terms of these T&Cs. Where you are acting on behalf of your company or another third party, you and your company or that third party each represent and warrant that you have full authority to bind your company or that third party to these T&Cs. You may not use the Services if you do not agree with these T&Cs. Please note that the terms and conditions of these T&Cs include exclusions and limits on liability at clauses 10, 11, 13, 14 and 15.  

Certain features are not available free of charge for you as a visitor of the website or as part of the Trial (as defined below) and will need to be purchased as part of a subscription package (“Subscription”). The scope of the Subscription depends on the Categories and countries chosen as part of the Order.

If you have any questions about these T&Cs, please contact us at: legal@system1group.com.

 

 1. Privacy Statement

Please review our Privacy Policy, which also governs your use of the Services, to understand the way we collect and use your data. You acknowledge and explicitly consent to the collection and use of your data, including Personal Information (as defined in the Privacy Policy), in accordance with the Privacy Policy. Further, you acknowledge that the Privacy Policy may be revised from time to time for any reason.

 

 2. Changes to these T&Cs

System1 may make changes to these T&Cs from time to time for any reason. Typically, these changes are made to conform to current practices, comply with changing regulatory requirements, or other similar purposes. If System1 modifies these T&Cs in a manner that materially changes the terms or scope of the Services made available to you, we will make reasonable efforts to notify you by either contacting you via email or posting reasonable notice in connection with the Services to alert you to such changes on the website. Your continued use of the Services after reasonable notice of such changes to the T&Cs has been provided will constitute your consent to the revised T&Cs. You may terminate your Subscription at any time within the thirty (30) day period following notice of a material change to these T&Cs by contacting us via the contact form, in which case you will be entitled to a refund on a pro rata basis for the remainder of your Subscription Term for which you have already paid to us the Charges as set out in the Order.

 

 3. Services, Authorized Users and User Accounts

System1 will provide you with access to the following Services in accordance with these T&C’s :

(a) trial data: available free of Charges for the limited period of 14 days from registering a User Account and limited to Materials, Ad Content and Data regarding your company, and limited to the chosen Category (the “Trial”); and

(b) Subscription Services: provided for the Term of the Subscription as defined in clause 12 of these T&Cs and for the specific Categories and countries as selected by you on the order page at the point of purchase (“Order”).

Subscription Services are available only to individuals, who have gained lawful access to the Services on a Subscription basis ("User"). In order to initiate access to the Services, you must register for a user account ("User Account") by providing your first name, last name, valid email address, company name and password ("Account Credentials"), as well as any additional payment information. System1 may use your Account Credentials to validate your account prior to providing access to the Services and/or Subscription each time you access them.

You agree to provide accurate and truthful information when creating a User Account and to promptly update such information should it change.

 

 4. Protection of Account Credentials

In order to protect the security of your Account Credentials and the Services, it is important that you maintain the confidentiality of your Account Credentials. You agree not to (a) use Account Credentials other than your own, or (b) disclose your Account Credentials to any third party or service. You agree to take reasonable steps to protect the secrecy of your Account Credentials and immediately notify System1 of any known or suspected loss, disclosure or theft of your Account Credentials and/or access codes you obtain in connection with the Services.

 5. Charges

In order to access the Subscription Services, as applicable per the chosen product/service category as shown below (each a “Category”) and chosen country, you shall pay to System1 the applicable Subscription charges (the “Charges”) as set out in the Order.

System1 may change the Charges from time to time. For a current list of Subscription Services, available countries and applicable pricing, please visit the order page.

A list of available Categories and sectors can be found on the home page under "categories covered".

The Charges shall be payable in monthly installments using the payment method provided by you in your User Account, the first installment being due upon placement of the Order.

Pricing is quoted exclusive of UK VAT. All Charges payable as per your Order are inclusive of UK VAT. Any other applicable sales tax shall be paid by you at the rate and in the manner for the time being prescribed by law. 

 

 6. Ownership of the Services

The website, materials, charts and other content provided through the Services (collectively “Materials”), spend data, ad scores or growth contribution (collectively, "Data") and any supporting software, applications and systems (collectively "Applications") are the exclusive property of System1 Ad Ratings Limited, its affiliates, and/or its licensors, and are protected by UK and international copyright and other intellectual property laws. Materials do not include any advertising content (“Ad Content”), which is owned by the respective advertiser. All rights not expressly granted herein are reserved.

System1 grants you a limited, non-transferable, non-exclusive, non-sublicensable license to use, for the duration of these T&Cs, the Services for their intended purpose subject to the terms and restrictions set forth in these T&Cs and the Privacy Statement.

Except as may be set forth in these T&Cs, the reproduction, redistribution, modification, publication, or adaptation of Materials or Applications, in whole or in part, without the express written consent of System1 and/or its licensors is strictly prohibited.

The Services may allow you to copy or download certain Materials or Data, but please remember that the availability of this functionality does not mean that the above restrictions do not apply.

You are responsible for meeting the then-current hardware, operating system, Internet browser and other technical requirements necessary to properly use and access the Services. All rights not specifically granted herein are reserved by System1 and/or its licensors. You acknowledge that the license granted under these T&Cs does not provide you with title to or ownership of the Services, or the Materials, Ad Content or Data contained therein, but only a right of limited use subject to the terms and conditions of these T&Cs.

 

7. Trademarks

Unless otherwise indicated, trademarks, service marks, and trade names (collectively "Marks") that appear on the Services and any charts are the property of System1, its licensors or other third parties. You agree not to misuse or disparage any Marks associated with the Services or use the Marks (or any confusingly similar marks) in such a way that would misrepresent the ownership of the Marks or otherwise confuse the public as to the source or origin of any products or services. You should not use any Mark without obtaining the written consent of the Mark owner, using appropriate notice and attribution of the owner's trademark rights, and using the Marks in accordance with applicable usage guidelines as provided by a Mark’s respective owner. Any such permitted use of the Marks by you shall be to the benefit of the respective Mark owner.

 

8. Permitted Uses of Materials and Data.

You may include the Materials and Data in memoranda, reports and presentations, provided such use does not otherwise diminish the commercial value of the Materials and Data or the Services and is otherwise accompanied by appropriate copyright notices.

Please note that additional permissions may also be required from third parties owning any Ad Content if you want to use Ad Content independently of the Services.

 

9. Prohibited Uses of Materials and Data

Except as you may be expressly permitted by this T&Cs, you may not use, modify, adapt, reformat, post, reproduce, broadcast, publish, any Materials or Data in any form, format or media or by means or redistribute the Services without obtaining the prior written authorization of System1 and/or its licensors.

You are expressly prohibited from any conduct which: threatens the security, integrity or availability of the Services; provides or facilitates access to the Services by unauthorized users or services; and/or results in prohibited duplication, transmission or exposure of the Materials, Applications, Data or User information associated with the Services.

You warrant, represent and agree that you shall not use the Services in violation of these T&Cs, any applicable local, state, national or international law or regulation, and/or the academic rules or policies of your Institution. You further agree that you will not use the Services in a manner which threatens the security, stability or integrity of the Services or networks connected to the Services ("Service Network"). Without limiting the foregoing, you acknowledge and agree that that you will not take any action to:

  • impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity; including using another person's User Credentials (including passwords) or making your User Credentials available for use by others;
  • use or attempt to use any "deep-link," "scraper," "robot," "bot," "spider," "data mining," "computer code" or any other automated device, program, tool, algorithm, process or methodology or manual process having similar processes or functionality, to access, acquire, copy, or monitor any portion of the Services, any data or content found on or accessed through the Services, or any other Materials or Data without the prior written consent of System1;
  • violate any measure employed to limit or prevent access to the Services or otherwise obtain or attempt to obtain through any means any content, functionality or other information which has not been intentionally made available to you either by visible display on the Services or access through a visible link on the Services;
  • decompile, reverse engineer, or otherwise attempt to obtain the source code of the Services;
  • attempt, in any manner to gain unauthorized access to the Service Network, obtain the password, account, or other security information from or of any other User, or otherwise violate the security of the Service Network or access encrypted codes;
  • interfere with or disrupt (or attempt to interfere with or disrupt) the proper working of the Services or Service Network, or violate any requirements, procedures, policies or regulations of the Service Network;
  • take or attempt any action that, in the sole and absolute discretion of System1, imposes or may impose an unreasonable or disproportionately large load or burden on the Service Network, disrupts the normal flow of data, or threatens the stability of the Services or Service Network.

You agree that you do not intend to, and will not, ship or transmit (directly or indirectly) any copies of the website, any data contained therein or any technical information contained in the program or its media, or any direct product thereof, to any country or destination prohibited by the United States Government.

If any unauthorised use is made of the Services and such use is attributable to any act or default of, or through you, without prejudice to System1’s other rights and remedies:

(a)  you shall immediately be liable to pay System1 an amount equal to the applicable Charges that System1 would have charged, had System1 or You (as the case may be) authorised the unauthorised user at the beginning of the period of that unauthorised use; and

(b)  System1 may require you to discontinue the supply of Data or Materials to a third party reasonably suspected by System1 of that unauthorised use or breach.

System1 also reserves the right, at its sole discretion, to suspend or terminate access to and use of the Services with respect to any User that System1 reasonably believes has undertaken, or participated in, any of the foregoing activities, violated the terms of these T&Cs or whose actions have, or are likely to, otherwise cause harm to System1, the Services, the Service Network or other Users.

10. No Liability for Third Party Websites and Third Party Content

System1 assumes no responsibility for third party content, such as but not limited to Data ("Third Party Content"), and any services or applications that may be accessed by way of links on the Services to sites hosted by third parties that are outside of System1's control ("Third-Party Sites"). System1 does not endorse or guarantee the accuracy, integrity or quality of Third Party Site or Third Party Content and disclaims all liability for any errors, omissions, violation of third-party rights contained in Third Party Content or Third Party Sites or illegal conduct arising from such content or sites. The inclusion of a link to any Third Party Site in the Services does not imply that the owners of such Third-Party Sites have sponsored or endorsed the Services. System1 is not responsible for the accessibility of Third Party Sites accessed through links to the Services. Should you discover that a link to a Third Party Site is no longer functional, please contact us via the contact form. Any links which direct Users to inappropriate content or prohibited user content should be reported to legal@system1group.com.

 

11. Availability of the Service

System1 is not responsible for limitations of access resulting from any Third Party Service or as the result of certain account settings established by your company. You are responsible for obtaining Internet access in order to use the Services. You may access any Data and Materials available through the Subscription Services only for the duration of the Subscription purchased, whether or not the Services are used and subject to System1's right to terminate access under these T&Cs.

While System1 makes reasonable efforts to ensure the availability of the Services to Users with active Subscriptions, the Services may be unavailable for limited periods of time due to scheduled routine maintenance, emergency maintenance or factors beyond System1's control, such as disruptions of internet services or unforeseen threats to the integrity or security of the Services.

 

 12.Term and termination of Subscription

These T&Cs shall commence on the date accepted by you and shall, unless terminated earlier by us or you in accordance with these T&Cs continue for the provision of Services.

With regards to the Trial, the term of the Trial is limited to 14 days from the initial creation of your User Account and access to the Trial will be terminated automatically thereafter. To access the Services after the termination of the Trial you will need to purchase a Subscription.

The Subscription is entered into for an initial period of 12 months (“Initial Period”). If the Subscription is not terminated by either Party at the end of the Initial Period, it will automatically renew monthly, unless terminated by either Party in accordance with these T&Cs. The Initial Period and any subsequent period together define the “Term” of the Subscription,

 

Termination by you: You can terminate the Subscription Services after the expiration of the Initial Period by either sending us notice via the contact form or cancel the Subscription online via the option provided in the profile of your User Account. The termination will come into effect immediately. You will not receive any pro rata refund of Charges already paid. System1 reserves the right to deny any subsequent purchase from you or other Users of the same company at its sole discretion following the early termination of your Subscription.

Termination by System1: System1 may, in its sole discretion, and with or without advance notice, suspend your access to all or any part of the Services, or terminate your rights to use the Services, for any conduct or use (whether by you or anyone else having access to the Services under your Account Credentials) that System1 reasonably believes violates these T&Cs or any payment obligations under an applicable Order. If System1, in its sole and absolute discretion decides to terminate provision of the Services altogether, the termination will take effect immediately and you will receive a refund on a pro rata basis for the remainder of your current Subscription period.

Effect of Termination. Whether termination is initiated by you or System1, Sections 6, 7, 14-16, 19 of these T&Cs shall survive any such termination. Any User Account information, data, settings or specifications or customizations of a Service or Subscription specific to your User Account may be permanently lost upon termination of a Service, whether termination is initiated by you, System1 or your company.

 

 13. Disclaimer of Warranties

System1 does not warrant that the functions contained in this website and the Data and Materials provided as part of the Services meet your requirements or that the operation of the website will be uninterrupted or error-free. We have made every effort to provide accurate data, however, System1 does not represent or warrant that Materials or Data provided as part of the Services are complete or free from error. Materials, Data and Third Party Content are updated on a continuing basis, but frequency is not assured. System1 does not assume any liability to any person or entity for any loss or damage caused by errors or omissions on the data files or by the downloading of the Materials and Data pursuant to the T&Cs, whether such errors or omissions result from negligence, accident or any other cause. No endorsement, rating or qualification of any company is implied by its inclusion in the Data, Materials or Ad Content supplied by this website.

YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT: (a) YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS; (b) YOU HAVE NOT RELIED ON ANY STATEMENT, INFORMATION OR ADVICE FROM SYSTEM1'S REPRESENTATIVES WHICH WOULD BE DEEMED TO BE A WARRANTY OF THESE SERVICES OR FORM THE BASIS FOR ANY LIABILITY OF SYSTEM1; AND (c) TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, SYSTEM1 AND ITS LICENSORS AND CONTRACTORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

 

 14. Limitation of Liability

You are solely responsible, against System1 and any of our subcontractors providing Data or Materials, for any opinions, recommendations, forecasts or other conclusions made or actions taken by you or any client of yours based (wholly or in part) on the Materials or Data, unless otherwise set out in this clause.

 

NEITHER PARTY EXCLUDES OR LIMITS LIABILITY TO THE OTHER PARTY FOR:

 

(a)  FRAUD OR FRAUDULENT MISREPRESENTATION;

 

(b)  DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE;

 

(c)  ANY MATTER IN RESPECT OF WHICH IT WOULD BE UNLAWFUL FOR THE PARTIES TO EXCLUDE LIABILITY FOR RESPECTIVELY.

 

SYSTEM1 SHALL NOT, IN ANY CIRCUMSTANCES, BE LIABLE WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND BREACH OF STATUTORY DUTY HOWSOEVER ARISING), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, FOR:

 

(a)  ANY LOSS (WHETHER DIRECT OR INDIRECT) OF PROFITS, BUSINESS, BUSINESS OPPORTUNITIES, REVENUE, TURNOVER, REPUTATION OR GOODWILL;

 

(b)  ANY LOSS OR CORRUPTION (WHETHER DIRECT OR INDIRECT) OF DATA OR INFORMATION;

 

(c)  ANY LOSS (WHETHER DIRECT OR INDIRECT) OF ANTICIPATED SAVEING OR WASTED EXPENDITURE; OR

 

(d)  ANY LOSS OR LIABILITY (WHETHER DIRECT OR INDIRECT) UNDER OR IN RELATION TO ANY OTHER CONTRACT.

 

SYSTEM1’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE T&CS, WHETHER IN CONTRACT, TORT (INCLUDING FOR NEGLIGENCE AND BREACH OF STATUTORY DUTY HOWSOEVER ARISING), MISREPRESENTATION (WHETHER INNOCENT OR NEGLIGENT), RESTITUTION OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF CHARGES PAID BY YOU UNDER THESE T&CS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

 

 15. Indemnity

To the fullest extent permitted by applicable law, you agree to defend, indemnify and hold harmless System1 and its employees, officers, agents, contractors, and licensors from any claims, damages, expenses, or liabilities arising from or in any way related to any violation of these T&Cs or unauthorized use of the Services.

 

 16. Notices of infringing content

If you are a copyright owner or authorized agent of a copyright owner and believe in good faith that copyrighted work has been copied, adapted, reproduced or exhibited through the Services in a manner that constitutes copyright infringement, you may submit written notification of the claimed infringing activity to us contacting legal@system1group.com. To be effective, the notice must include the following:

(a) a physical or electronic signature of the owner, or a person authorized to act on behalf of the owner, ("Complaining Party") of an exclusive right that is allegedly being infringed upon; Information reasonably sufficient to permit System1 to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address;

(b) identification of the allegedly infringing material on the Services ("Infringing Material"), and information reasonably sufficient to permit System1 to locate such material on the Services; Identification of the copyrighted work claimed to have been infringed upon ("Infringed Material"), or if multiple copyrighted works on the Services are covered by a single notice, a list of each copyrighted work claimed to have been infringed (please be specific as to which Infringing Material is infringing on which Infringed Material);

(c) a statement that the Complaining Party has a good faith belief that use of Infringing Material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

(d) a statement that the information in the notice is accurate, and under penalty of perjury, that the Complaining Party is the owner or is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

 

 17. Reporting other prohibited content

System1 also encourages you to report to legal@system1group.com any content on or accessible through the Services or the website which you believe contains infringing content, malicious code, or any offensive, libelous, or otherwise illegal content or anything that is otherwise prohibited under these T&Cs. To ensure System1 can quickly respond to the issue, your email should include: the originating System1 page URL; the linked page URL; a description of the content in question and the basis upon which you believe the content is prohibited or otherwise inappropriate; and the contact information through which we may best reach you if you are willing to further assist System1 in its investigation.

 

 18. Miscellaneous

These T&Cs together with your Order for any Subscription Services (if applicable) form the entire agreement between System1 and you with respect to the Services and cannot be modified absent a signed written agreement.

Headings in these T&Cs are for your convenience only and do not have any legal meaning or effect.

If System1 waives or fails to enforce any term or condition of these T&Cs on any one or more occasions, whether by conduct or otherwise, its waiver or failure to enforce such terms will not prevent System1 from enforcing any terms or condition of these T&Cs at any other time.

The meaning of these T&Cs cannot be changed by your or System1's conduct, even if repeated, or by any custom or practice of others engaged in the same or similar businesses. In addition to being a part of the registration form, these T&Cs are accessible through a link on the Services so that you may reference it at any time.

System1 may transfer its rights and obligations under these T&Cs to another organization. System1 will always tell you in writing if this happens and will ensure that the transfer will not affect your rights under these T&Cs. You may only transfer your rights or your obligations under these T&Cs to another person if we agree.

These T&Cs do not give rise to any rights to third parties under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these T&Cs.

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

These T&Cs and any dispute or claim arising out of or in connection with it will be governed by the law of England and Wales and the courts of England and Wales will have exclusive jurisdiction.