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Goodstack Applicant Validation Terms

Effective Date: October 15, 2024

Please read these terms carefully.

By submitting data to Goodstack (defined immediately below) you are agreeing to be bound by these terms. If you do not agree to be bound by these terms and conditions, do not submit any data to Goodstack.

This agreement is a legal agreement between (the individual or entity agreeing to these terms (the “Applicant”) and We Are Percent Limited t/a Goodstack of 7 Bell Yard, London, England, WC2A 2JR (“Goodstack”) for the use of Goodstack's Vetting & Validation Services and Platform so that the Applicant can apply to be validated as meeting applicable criteria and have the opportunity to access discounted third party products and services from Goodstack's Clients.

If the Applicant is an entity, the individual accepting these terms on behalf of the Applicant hereby represents and warrants that it has the capacity to enter into these terms on behalf of the Applicant.

Contact information

If you need to contact Goodstack please email hello@goodstack.io. If Goodstack needs to contact an Applicant it will do so using the contact details provided by the Applicant to Goodstack.

DEFINITIONS AND INTERPRETATION

API: any application programming interface provided by Goodstack which, once configured, enables the Client or the Applicant to connect to or access the Vetting & Validation Service.

Applicant: a customer or potential customer of the Clients who submits Applicant Data to Goodstack in order for Goodstack to carry out a Vetting & Validation Check and then share the Vetting & Validation Outcome with the Clients.

Applicant Data: the data provided by the Applicant to Goodstack (whether through the Platform or otherwise) for the use of the Vetting & Validation Services.

Charity: a charitable organisation (as defined by applicable law).

Client: Goodstack's clients which have asked Goodstack to carry out Vetting & Validation Checks on Applicants in order for the clients to receive the Vetting & Validation Outcome relating to an Applicant.

Data Protection Legislation: means all applicable data protection and privacy legislation in force from time to time including, but not limited to the Data Protection Act 2018 (and regulations made thereunder); and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

Derived Data: any data which has been combined or aggregated (wholly or in part) with other data or information or adapted such that it cannot be identified as originating or deriving directly from the Applicant Data and cannot be reverse-engineered such that it can be so identified.

Goodstack Data: a set of data which Goodstack owns or has the rights to use in order to perform the Vetting & Validation Service.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, moral rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.

Platform: The platform operated by Goodstack through which Goodstack provides the Vetting & Validation Service, including any Software.

Privacy Policy: Goodstack's privacy policy which explains what personal data Goodstack collects and how it uses, processes and stores such data, available here.

Software: any software made available by Goodstack to an Applicant in connection with usage of or access to the Vetting and Validation Service, including any APIs.

Usage Data:any usage and statistical data relating to the Applicant’s use of the Vetting & Validation Service.

Vetting & Validation Check:  the checks carried out by Goodstack cross-referencing data obtained from the Applicant against the Goodstack Data to confirm whether the Applicant meets applicable criteria determined by Goodstack and its Clients.

Vetting & Validation Service: Goodstack's vetting & validation service, where Goodstack carries out a Vetting & Validation Check for an Applicant and then shares the Vetting & Validation Outcome with the Client.

Vetting & Validation Outcome: the result of the Vetting & Validation Check carried out by Goodstack, consisting of confirmation of the Applicant’s corporate name and whether it has passed or failed the Vetting & Validation Check. The Vetting & Validation Outcome may also include information such as: (i) the Applicant’s website, (ii) the Applicant’s address, (iii) the name and contact information of a representative of the Applicant, and (iv) any other information that may be relevant to the Client(s) for which the Applicant is requesting the Vetting & Validation Check.

Virus: 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 or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, Trojan horses, viruses and other similar things or devices.

  1. VETTING & VALIDATION SERVICE

    1. Goodstack grants the Applicant a limited licence to access the Vetting & Validation Service to apply for a Vetting and Validation Check in order to confirm the Applicant’s eligibility for the Clients’ products and services. 

    2. The Applicant acknowledges and accepts that:

      1. The Vetting & Validation Service is provided on an “as is” basis without warranties of any kind, either express or implied.

        To the extent permitted by law, Goodstack disclaims all warranties, express or implied, arising by law or otherwise, including, without limitation any warranties relating to merchantability, non-infringement, title, or fitness for a particular purpose, with respect to any error, defect, deficiency, infringement, or noncompliance in the Vetting & Validation Service provided by, through, or on behalf of Goodstack. Use of the Vetting & Validation Service is at the Applicant’s sole risk.

      2. Without limiting paragraph ‎2.‎2.1, neither Goodstack nor its licensors warrant that

        Goodstack Data is accurate, reliable, or correct ; that the data or support will meet the Applicant’s desired outcomes or Client requirements; that the Goodstack Data will be available at any particular time or location, uninterrupted or secure; that any defects or errors will be corrected; or that the Goodstack Data is free of viruses or other harmful components. 

    3. The Applicant understands that Goodstack makes no guarantees about the availability of or the standards or quality of any products or services which might be offered to the Applicant by any Client.  Any agreement between any Client and an the Applicant for such products or services is strictly between the Applicant and the Client.

  2. USE OF DATA

    1. Each party will comply with all applicable requirements of the Data Protection Legislation.

    2. The Applicant and Goodstack agree and acknowledge that:

      1. Applicant Data is provided to Goodstack in order for it to perform the Vetting & Validation Check;

      2. Goodstack will add the Applicant  Data to the Goodstack Data, to be held and used in accordance with the Privacy Policy;

      3. Goodstack will collect, use and store the Validation & Validation Outcome in accordance with the Privacy Policy

      4. The Applicant is responsible for ensuring that they have read and understood Goodstack's Privacy Policy;

      5. The Applicant agrees that Goodstack shall be entitled to share the Vetting & Validation Outcome with the Clients.

  3. RESTRICTIONS

    1. During the course of its use of the Vetting & Validation Service, the Applicant shall not access, store, distribute, transmit or submit any Viruses or any material that is, or potentially is, offensive, explicit, illegal, harmful or prejudicial to any person or property.  Goodstack reserves the right, without liability to the Applicant or prejudice to its other rights, to delete or disable the Applicant’s access to any material that breaches the provisions of this paragraph.

    2. The Applicant shall not:

      1. 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:

        1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; or

        2. attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform; or

      2. access or use all or any part of the Platform and/or the Vetting & Validation Services in order to build a product or service which competes with the Vetting & Validation Services or the business of Goodstack; or

      3. use or facilitate the use of the Software, Vetting & Validation Services other than as expressly permitted by this agreement.

    3. The Applicant shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Platform and/or Vetting & Validation Services and, in the event of any such unauthorised access or use, promptly notify Goodstack.

    4. In the event of (i) any use of the Vetting & Validation Services that breaches the provisions of paragraphs 4.A, 4.B, or 4.C; or (ii) any use of the Platform (or other communications method made available by Goodstack to Clients or the Applicant in order for the Clients or the Applicant to use the Services) by any third party; Goodstack reserves the right, without liability to the Applicant or prejudice to its other rights, to suspend its provision of the Vetting & Validation Services, provided that Goodstack will use commercially reasonable efforts to notify the Applicant and provide the Applicant with an opportunity to remedy such violation or threat prior to such suspension.

  4. APPLICANT’S OBLIGATIONS

    1. The Applicant shall:

      1. comply with all applicable laws and regulations with respect to its activities in connection with the agreement and the Vetting & Validation Services; and

      2. have sole responsibility for the legality, reliability, integrity, accuracy and quality of all Applicant Data.

  5. LICENCE OF DATA

    1. The Applicant grants to Goodstack a non-exclusive, royalty-free worldwide licence for Goodstack to access, view and use the Applicant Data (i)to provide the Vetting & Validation Services; (ii) to add the Applicant Data to the Goodstack Data to enhance Goodstack's delivery of the Vetting & Validation Services; and (iii) in accordance with Goodstack's Privacy Policy.

    2. Applicant grants to Goodstack a non-exclusive, royalty-free, perpetual, irrevocable worldwide licence for Goodstack to (i) access, view, use, store, modify, combine and aggregate the Usage Data, for any purpose and in any way whatsoever, and (ii) use the Usage Data to create Derived Data.

    3. Goodstack shall own all Intellectual Property Rights in the Derived Data and the Applicant acknowledges that it shall have no rights in relation to the Derived Data.

  6. LIMITATION OF LIABILITY

    1. Except as expressly and specifically provided in these terms:

      1. The Applicant assumes sole responsibility, and Goodstack shall have no liability, for results obtained from the use of the Vetting & Validation Services by the Applicant and/or the Clients, for conclusions drawn by the Applicant and/or the Clients from such use, and for any actions taken by the Applicant and/or the Clients in consequence of such results or conclusions;

      2. Goodstack shall have no liability for any damage caused by errors, inaccuracies or omissions in the Goodstack Data or Applicant Data or any other information or instructions provided by the Applicant in connection with the Vetting & Validation Services, or any actions taken by Goodstack at the Applicant’s direction; and

      3. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this agreement.

    2. Nothing in this agreement excludes or limits the liability of either party:

      1. for death or personal injury caused negligence;

      2. for fraud or fraudulent misrepresentation;

      3. for breach of the obligations implied by section 12 of the Sale of Goods Act 1979, or section 2 of the Supply of Goods and Services Act 1982; or

      4. any other liability which may not be excluded by law.

    3. Subject to paragraph 6.B Goodstack shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for:

      1. any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss; or

      2. any special, indirect or consequential loss, costs, damages, charges or expenses; in either case, however arising in connection with the Vetting & Validation Services.

    4. Subject to paragraphs 6.A and 6.C, Goodstack's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Vetting & Validation Services shall, in respect of any claim, be limited to ÂŁ20.

  7. GOVERNING LAW

    1. 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 law of England and Wales.

  8. JURISDICTION

    1. The Applicant and Goodstack irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).