Terms of Use

Effective Date: February 4, 2024

These Terms of Use (“Terms”) apply when accessing, using, or otherwise interacting with https://www.foresight.works (our “Website”) and any other feature or service offered by Foresight Works Ltd (CRN 11330700) and its affiliates (“Foresight”, “us”, “our,” or “we”) that posts or includes a link to these Terms, including our subscription SaaS cloud-based AI platform enhancing existing scheduling software to drive project performance (our “Platform”) (collectively, the “Services”); provided that, as described below, these terms supplement additional terms applicable to our Platform.

By accessing and/or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms or our Privacy Policy, you may not access or otherwise use our Services.

Important note on the applicability of these Terms: These Terms apply to visitors of our Website and supplement the terms of service of users of our Platform.  Access and use of our Platform is restricted to our customers, who are generally business entities that use the Platform in the conduct of their businesses pursuant to contracts with us. If you are an authorized user of our Platform accessing and using the Platform on behalf of one of our customers, then these Terms supplement the terms of service provided for in our contract with such customer, including any additional terms posted in your interface with the Platform. These Terms are subject to our contracts with our customers, and in the case of any conflict between these Terms and any such contract, the terms of such contract shall govern.

1. 1. Intellectual Property
       
      1. Ownership

Foresight, or its subsidiaries, affiliates, licensors, or suppliers, own all rights, title, and interest in and to the Services (and all past, present, and future versions), and all copyrights, trademarks, patents, trade secrets, and other intellectual property rights embodied therein, whether or not applied for or registered, including but not limited to the following: names, logos, text, graphics or other artwork, icons, photos, products, digital downloads, sound recordings, audiovisual materials or effects, titles, themes, objects, animations, musical compositions, moral rights, documentation, data compilations, computer code or software, features, “look and feel,” and functionality of the Services, and any compilation of the foregoing (collectively, “Foresight Content”). The Foresight Content is protected by appliable intellectual property laws, including but not limited to trademark and copyright laws.

You may not modify, publish, transmit, participate in the transfer or sale of, reproduce, create derivative works from, distribute, perform, display, incorporate into another website, app, or other service; or in any way exploit any of the Foresight Content, in whole or in part, except as set forth in these Terms, without our prior, written, and specific permission.

1. 1. 2. Our License to You

Subject to your compliance with these Terms, Foresight grants to you a limited, revocable, non-exclusive, non-transferrable license to engage in the following activities for non-commercial purposes only:

1. 1. 1. 1. To browse, access, and view the Website and the Foresight Content therein that is available to the public;
         2. To link to the Website, provided, however, that your website or any third party websites that link to the Website: (a) must not frame or create a browser or border environment around any of Foresight Content or otherwise mirror any part of the Services; (b) must not imply that Foresight is endorsing or sponsoring it or its products or services, unless Foresight has given it prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in Foresight’s sole opinion, harm Foresight or its Services; (d) must not use any Foresight trademarks without the prior written permission from Foresight; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Foresight’s sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Website, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, Foresight reserves the right to prohibit linking to the Website for any reason in our sole and absolute discretion even if the linking complies with the requirements described above.

The foregoing license does not include any right to modify, publish, participate in the transfer or sale of, reproduction, or creation of derivative works from the Foresight Content or the Services, except as and only to the extent expressly stated above.

You agree that: (a) you will keep intact all copyright and other proprietary notices contained in the Foresight Content on any copy you may make of the Foresight Content; (b) you will not use the Foresight Content in a manner that suggests an association with us or our Services; (c) you will make no modifications to the Foresight Content; (d) you will not allow or aid or abet any third party to (whether or not for your benefit): (i) copy or adapt the object code of any Services’ software, HTML, JavaScript or other code; or (ii) reverse engineer, decompile, reverse assemble, modify or attempt to discover any source code that the Services use or create to generate its web pages or any software or other products or processes accessible through the Services; and (e) you will not insert any code or product to manipulate the Foresight Content in any way that affects any user's experience.

You also agree that you will not (or aid or abet any third party to) engage or attempt to engage in any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services; using manual or automated software or other means to scrape, crawl, spider, or similarly access any portion of the Services (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from our websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); introducing or sending viruses, worms, spyware, malware, or any other kind of harmful code into or through the Services; interfering or attempting to interfere with the proper functioning of or use by others of the Services, including by means of overloading, flooding, spamming, mail bombing, or crashing the Services; or disabling, bypassing, modifying, defeating, violating, removing, impairing, circumventing, or otherwise interfering with digital rights-management technology or other features or technology that limits or prevents use of the Services or the Foresight Content therein.

1. 1. 3. No Unsolicited Materials

We welcome comments on our Services, but it is our policy not to accept or consider content, information, ideas, suggestions or other such materials other than those we have specifically requested, to which certain specific terms, conditions and requirements may apply. This is to avoid any misunderstandings if your ideas are similar to those we have developed or are developing independently. Accordingly, Foresight does not accept unsolicited materials or ideas, and takes no responsibility for any materials or ideas so transmitted. You agree that any such materials or ideas transmitted to Foresight are licensed by you to Foresight without any restrictions on use or obligation to use such materials or ideas, and that you will be entitled to no compensation for such materials or ideas regardless of the extent to which Foresight may use such materials or ideas.

1. 2. Promotions

Any promotions (any, a “Promotion”) that may be offered via the Services may be governed by a separate set of rules that may have eligibility requirements, such as certain age or geographic area restrictions, terms and conditions governing the Promotion, use of user generated content, and disclosures about how your personal information may be used. It is your responsibility to read these rules to determine whether or not you want to and are eligible to participate, register and/or enter, and to determine the applicable terms and conditions of the Promotion. By participating in a Promotion, you will be subject to those official rules, and you agree to comply with and abide by such rules and the decisions of the identified sponsor(s).

1. 3. Third Party Links, Services, and Content

There may be links from the Services, or communications you receive from the Services, to third party sites or services. The Services may also include third party content that we do not control, maintain, or endorse. Accessing third party sites, services, or content may require you to leave the Services. We do not control those third party sites, services, or content and you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites, services, or content, including, without limitation, their content, policies, failures, promotions, products, services, actions and/or any damages, losses, failures or problems caused by, related to or arising therefrom.

1. 4. International Users

Some of the Services are accessible from countries around the world and may contain references to Services that are not available in your country. These references do not imply that we intend to announce such Services in your country. The Services are controlled and offered by us from our facilities in the United Kingdom. We make no representations that the Services are appropriate or available for use in all countries. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

1. 5. Monitoring/Investigations

Foresight does not have an obligation to monitor users’ activities on or use of the Services. However, Foresight reserves the right to do so for any purpose at any time, with or without notice or liability to you. By using the Services, you irrevocably consent to such investigations.

1. 6. Suspension and Termination

We reserve the right to suspend or terminate your access to all or some of our Services, with or without notice, if we, in our sole discretion, determine that you are in breach of these Terms or have engaged in conduct that we, in our sole discretion, deem inappropriate. We may also suspend or terminate your access to all or some of our Services, with or without notice, for our convenience. You understand that such actions may be taken without any liability whatsoever to you for any suspension or termination.

All provisions of these Terms which by their nature should survive termination, will survive termination of your access to the Services, including without limitation, ownership provisions, warranty disclaimers, limitations of liability, and dispute resolution provisions.

If your access to Services is terminated under these Terms, then you agree that you will not attempt to access the Services through use of a different username or otherwise. In the event that you violate the immediately preceding sentence, we reserve the right, in our sole discretion, to immediately take any or all of the actions set forth in these Terms without any notice or warning to you.

1. 7. Changes to Terms and Services

We reserve the right to change these Terms at any time without prior notice. When we make changes, the new Terms will be made available via the Services. We may also provide notice to you in other ways, such as through contact information you have provided. Your continued use of any of the Services after the effective date of the revised Terms (or engaging in such other conduct as we may reasonably specify) will constitute your consent to those changes to the fullest extent allowed by applicable law.

We may modify, suspend, or discontinue any aspect of the products or services we offer through the Services, at any time for any reason, with or without notice to you, including the availability of any Service, any feature, or Foresight Content.

1. 8. Your Warranties

You represent and warrant that (i) you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms; (ii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms; and (iii) your activities are lawful in every jurisdiction where you access or use the Services. The Services are not intended for children younger than the age of 18.

1. 9. Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold Foresight, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the "Foresight Parties") harmless from any losses, costs, liabilities and expenses (including reasonable attorneys' fees) relating to or arising out of: (a) your use of, or inability to use, the Services; (b) your violation of these Terms; (c) your violation of any rights of another party, including other users; or (d) your violation of any applicable laws, rules, or regulations.

We reserve the right, at our own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with us in asserting any available defenses.

You agree that the provisions in this Section 9 will survive any termination of these Terms or your access to the Services.

1. 10. Our Disclaimer of Warranties and Damages
        
       1. Disclaimer of Warranties

You expressly understand and agree that to the extent permitted by applicable law, your use of the Services is at your sole risk, and the Services are provided on an "as is" and "as available" basis, with all faults. We reserve the right to amend errors and update Service information at any time without prior notice. The Foresight Parties expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose and non-infringement arising from use of the Services.

The Foresight Parties make no warranty, representation or condition that: our Services will meet your requirements; your use of our Services will be uninterrupted, timely, secure or error-free; that defects will be corrected; that the Services are free of viruses or other harmful components; or that the materials of the Services are correct, accurate, or reliable.

Any content downloaded from or otherwise accessed through our Services is accessed at your own risk, and you will be solely responsible for any damage to your property, including, but not limited to, your computer system and any device you use to access the Services, or any other loss that results from accessing such content.

Our Services may be subject to delays, cancellations, and other disruptions. The Foresight Parties make no warranty, representation or condition with respect to the Services, including but not limited to, the quality, effectiveness, reputation and other characteristics of the Services.

To the fullest extent permitted by applicable law, the Foresight Parties assume no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content, user communications, or personalization settings.

1. 1. 2. Disclaimer of Certain Damages

You agree that in no event will the Foresight Parties be liable for any loss of profits, revenue or data, indirect, incidental, special, or consequential damages arising out of or in connection with our Services, or damages or costs due to loss of production or use, procurement of substitute services, whether or not you have been advised of the possibility of such damages, arising out of or in connection with these Terms or the Services, on any theory of liability, resulting from: (1) the use or inability to use the Services; (2) the cost of procurement of substitute services; (3) conduct of any third party on or via the Services; or (4) any other matter related to the Services, whether based on warranty, copyright, contract, or any other legal theory.

1. 1. 3. Cap on Liability

To the fullest extent permitted by applicable law, under no circumstances will the Foresight Parties be liable to you for more than £50 (GBP). You agree that in the event you incur any damages, losses or injuries that arise out of Foresight’s acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of any Service, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of any Service owned or controlled by the Foresight Parties, provided that nothing in these Terms will restrict a California resident’s right under applicable law (if any) to seek public injunctive relief otherwise in accordance with the Arbitration Agreement set out below.

By accessing a Service, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of Section 1542 of the Civil Code of California, and any similar law of any state or territory or other jurisdiction, which provides as follows: "a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

1. 1. 4. Basis of the Bargain

The limitations of damages set forth above are fundamental elements of the basis of the bargain between Foresight and you.

1. 11. Governing Law; Disputes

These Terms shall be governed by and construed under and in accordance with the laws of England and Wales, without giving effect to conflict of law principles. To the extent that the laws of England and Wales are in conflict with laws of your country of residence, the laws of England and Wales shall prevail to the maximum extent possible.

If you have a dispute with us, we encourage you to contact us first at info@foresight.works to resolve the matter by way of good faith negotiations.

Unless agreed otherwise and to the extent permissible by applicable law, disputes arising out of or in connection with these Terms or their subject matter or formation, shall be settled by courts of England. Notwithstanding the foregoing, we reserve the right to bring any claims (including injunctive relief) against you in the jurisdiction where you are located, or any other appropriate jurisdiction. For the avoidance of doubt, injunctive relief shall include but is not limited to: (i) attachment, (ii) preliminary injunction, or (iii) similar remedies.

1. 12. General Provisions
       
       
       1. Electronic Communications

The communications between you and us use electronic means, whether you visit the Services or send us emails or other electronic communications, or whether we post notices on the Services or communicate with you via email or other electronic communications. You (1) consent to receive communications from us in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Foresight provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

1. 1. 2. Assignment

These Terms, and your rights and obligations thereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Foresight may assign its rights and duties under these Terms to any party at any time without any notice to you.

1. 1. 3. Force Majeure

Foresight will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, epidemic, pandemic, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

1. 1. 4. Contact Us

If you have any questions, complaints or claims with respect to the Services, please contact us at info@foresight.works.

1. 1. 5. Waiver

Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

1. 1. 6. Severability

If any portion of these Terms is held invalid or unenforceable, that portion will be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions will remain in full force and effect.

1. 1. 7. Entire Agreement

These Terms are the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter. As used in these Terms, "including" means "including without limitation."