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Terms of Service

1. Welcome to Phase

1.1. What these terms cover. This document, any documents referred to within it, and (where applicable) an order form signed (whether signed electronically or otherwise) by you and Phase which, amongst other things, identifies you, and the applicable Subscription Fees (an “Order Form”) (collectively, the "Terms of Service") set out the terms of your relationship with us when you access and use our online digital design platform which we make available as a service through our website (https://phase.com/) (our "Website") and any plugins that we make available (collectively, the “Phase Service”).
1.2. Why you should read them. It is important that you read and understand the Terms of Service before using the Phase Service. You must accept these Terms of Service before you sign up for, use or access the Phase Service. If you do not agree to these Terms of Service, you cannot use the Phase Service. If you are accepting the Terms of Service on behalf of a company or other legal entity (“Company”), the terms 'you' and 'your' shall refer to such Company and you warrant and represent that you have the authority to bind such Company to the Terms of Service. If there is anything within the Terms of Service that you do not understand, please contact us to discuss what this means for you.
1.3. Who we are. The Phase Service is operated by Phase Software GmbH, a company registered in Germany (company number: 121434) with its registered address at Schicklerstr. 5-7. 10179 Berlin, Germany (“Phase”, “we”, “our” or “us”).
1.4. Updates to these terms. The current version of the Terms of Service contains the only terms and conditions that apply to our relationship with you. Older versions of the Terms of Service will no longer apply to our relationship and will be completely replaced by the current version.

2. Privacy

2.1. Your privacy is important to us. Please read our Privacy Policy to understand how we collect, use and share information about you.
2.2. If you are a Company, to the extent that Phase processes any personal data on behalf of you as a processor or sub-processor, as a result of hosting the Client Data or otherwise as a result of your use of the Phase Service, we shall do so in accordance with the data processing addendum accessible at https://phase.com/policy (the "DPA").
2.3. For the purpose of this section 2 the terms "controller", "processor", "sub-processor", "data subject", "personal data", and "process" shall have the same meaning as set out in Regulation (EU) 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

3. YOUR RIGHTS TO USE THE PHASE SERVICE

Eligibility.
3.1. If you are a consumer, you must be at least 18 years old and be capable in your country of residence of entering into a legally binding agreement in order to use the Phase Service.
3.2. You must have registered for and created a user account with us to be able to access the Phase Service. You agree not to create an account to use the Phase Service or otherwise use our Website if you have been previously removed by us, or if you have been previously banned by us.
3.3. You are responsible for ensuring that any information that you provide to us is accurate and up to date.
Access to the Phase Service.
3.4. Phase grants you a non-exclusive, non-transferable right to access, use, and permit Authorised Users to access and use, the Phase Service in accordance with and subject to the Terms of Service for your internal business or personal purposes.
3.5. If you are a consumer, your right to use the Phase Service is personal and prohibits the extension of use to a third party.
3.6. If you are a Company, you may use the Phase Service for your internal business purposes only. You may allow authorised users within your business to access and use the Phase Service in accordance with the terms of your Subscription (each an "Authorised User"). You will be able to create an account for each Authorised User (or for yourself, if you are a consumer) with an ID/username and password that youor the Authorised User can use to access the Phase Service ("User Account").
3.7. You are responsible for keeping your username and password for your User Account secure and confidential. You agree that you will not disclose your username or password to any other person. You must promptly notify Phase in the event of any unauthorised access to or use of your login details or User Account. If you have any concerns about the login details for any User Account, or think any User Account may have been misused, you must notify us at community@phase.com.
3.8. Your right to use the Phase Service does not stop us from giving other people the right to use the Phase Service.
3.9. You agree that you have no rights in or to any portion of the Phase Service other than the right to access and use the Phase Service in accordance with the Terms of Service.
3.10. Phase may monitor your (and your Authorised Users’) use of the Phase Service to ensure the quality of, and improve, the Phase Service, and to verify your compliance with the Terms of Service.
Restrictions and User Content.
3.11. The materials and content comprising the Phase Service (including all intellectual property rights therein) belong to us or our third party licensors and, subject to your payment of any Subscription Fees in accordance with section 4 below, we grant you permission to use these materials and content for the sole purpose of accessing and using (or permitting Authorised Users to access and use) the Phase Service in accordance with the Terms of Service.
3.12. Any material you or any Authorised Users upload, submit or contribute to the Phase Service in order to generate designs or use any other features we offer from time to time (including text, audio and images) and any designs or content that you generate through your or your Authorised Users’ use of the Services (“User Content”) must comply with the Rules of Acceptable Use in Section 5 below and any other content standards that we notify you of from time to time.
3.13. By submitting, or allowing Authorised Users to submit, User Content to the Phase Service, you confirm and agree that:
a) the User Content complies with the Rules of Acceptable Use; b) Phase are not responsible for backing up and securing your User Content; and c) you have the right to use and submit your User Content to the Phase Service and, where applicable, you have obtained the consent of any person the User Content (and any intellectual property rights therein) relates to or belongs to.
3.14. Your responsibility for your Authorised Users. If you are a Company, you:
a) are responsible for making all arrangements necessary for Authorised Users to gain access to the Phase Service; b) shall ensure that all Authorised Users are aware of the Terms of Service and act in compliance with them; c) shall be responsible to Phase for the acts and omissions of your Authorised Users in connection with their use of the Phase Service or breach of the Terms of Service as if they were your acts or omissions; d) are responsible for maintaining the confidentiality of login details for your and the Authorised Users’ User Accounts and for any activities that occur under such User Accounts, including the activities of Authorised Users; and e) shall ensure that Phase is not liable to the Authorised Users in any way and shall indemnify and defend Phase, its agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable lawyer's fees) arising out of a claim brought by an Authorised User or any other third party relating to your use of the Phase Service (except to the extent caused by Phase’s negligence).
3.15. Rights you grant us to your User Data. As between Phase and you, you are the owner or licensee of the User Content and any other data that you or any Authorised Users make available to Phase (collectively, “User Data”). By submitting User Content to the Phase Service (including User Content uploaded by you or your Authorised Users), and by otherwise using the Phase Service, you give us permission to access, download, use and store such User Data (anywhere in the world and on a royalty-free basis) for the purpose of:
a) providing the Phase Service to you and your Authorised Users, including analysing the User Data in accordance with the functionalities of the Phase Service;
b) maintaining, providing, developing and improving the Phase Service and other products and features we may offer from time to time (including training our artificial intelligence models to generate designs, and sharing the User Content with our third party partners for data analysis and to improve machine learning model performance). One of the main benefits of machine learning models such as the Phase Service is that they can be improved over time. This is carried out with strict access controls and policies in place to protect your privacy – please read our Privacy Policy for further information on how we process and protect your personal data.
You shall ensure, and shall be solely responsible for ensuring, that you have the necessary right, title, interest and consents, in each case as necessary, to allow Phase to use the User Data in accordance with the Terms of Service. You acknowledge and agree that Phase will not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure of, or failure to store, any User Data.
3.1.6. Third party websites. The Phase Service may contain links to, or call the servers of, third party websites, data, content, or services that are not under Phase’s control, solely at the discretion of and/or as a convenience to you (“Third Party Sites”). As such, Phase is not responsible for, and makes no express or implied warranties with regard to, the information, content, or other materials, products, or services that are contained on or are accessible through, or the policies regarding the use and privacy in respect of, Third Party Sites. Access to and use of Third Party Sites, including information, content, material, products, and services available on or through such websites, is solely at your risk.

4. Fees and Payment

4.1. Pricing. In order to access and use the Phase Service, you must sign up for a subscription ("Subscription") for the relevant fee(s) ("Subscription Fee") set out on our Website or as otherwise agreed between you and Phase in an Order Form, and pay the Subscription Fee in accordance with the Terms of Service. Unless you and Phase have signed an Order Form, the Subscription Fees and availability of Subscriptions will be displayed on our Website and are subject to change at any time prior to purchase. Subscription Fees are non-refundable unless otherwise stated in the Terms of Service.
4.2. Billing. When you sign up for a Subscription, you will receive access to the Phase Service on a continuing basis unless you cancel. Subscription Fees are automatically charged at the start of each billing period, and you may be charged no more than 24 hours before the beginning of each billing period.
4.3. Cancellation. You may cancel a Subscription at any time before the end of the applicable billing period by completing the cancellation process on the Platform, and the cancellation will apply to and from the next period. For example, if you purchase a monthly Subscription, you may cancel that subscription at any time during any month of the Subscription, and the Subscription will be cancelled as of the following month. You will not receive a refund for the current billing period. If you cancel during a trial period, your Subscription will end immediately.
4.4. Trial Periods. When you subscribe to the Phase Service for a Subscription Fee, you may receive access to the Subscription at no charge for a specified trial period, after which you will be charged until you cancel your Subscription. To avoid being charged, you must cancel before the end of the trial period. Once you cancel your trial, you may immediately lose access to the Phase Service and any Subscription features unless otherwise specified. Access to such trial periods may be limited to a certain number of trials for each user during a given period, or other restrictions.
4.5. Withdrawal Rights for Digital Content. If you are a consumer, you have an automatic statutory right to withdraw from a contract for the purchase of a digital content and services for any reason within 14 days of entering into the contract. However, when you purchase a Subscription, you agree that the Phase Service will be available to you immediately, and you acknowledge that as a result you waive your automatic statutory right of withdrawal.
4.6. All Subscription Fees stated or referred to in these Terms of Service are:
a) listed in the currency stated at the point of payment on our Website; and b) inclusive of value added tax and any other applicable sales or goods tax.
4.7. If you opt to pay your Subscription Fee(s) in a local currency, the actual amount you pay may vary due to changing foreign exchange rates from time to time.
4.8. Payment providers. We may use a third party payment processing provider (e.g. Stripe) to process payments and your use of such third party's services is subject to their terms and conditions. We do not process or store any of your financial information.
4.9. Changes to Subscription Fees. When you purchase a Subscription, you will initially be charged the Subscription Fees applicable at the time of your agreement to subscribe. We may change the price of your Subscription at a later date, but we will always give you at least 30 days' prior written notice. Any change will apply to the next payment due from you after the notice, provided that you have been given at least 30 days' prior notice before the charge is made. If you do not wish to pay the amended Subscription Fees, you may cancel the Subscription as described in section 4.3 above, and you will not be charged further Subscription Fees, provided you have notified us before the end of the current billing period.
4.10. Changes to your Subscription. If you are a Company and you wish to increase the number of Authorised Users who have access to the Phase Service, you may submit a request to Phase and Phase will increase the Subscription Fees (in accordance with the pricing set out on our Website or as otherwise agreed between you and Phase in an Order Form) to reflect the additional number of Authorised Users on a pro rata basis from the first day of the month in which the request is made and for the remainder of the term of your Subscription. If the Subscription Fees are paid annually in advance, Phase may charge you for the Subscription Fees for the Additional Users promptly after the receipt of the request for additional Authorised Users.

5. Rules of Acceptable Use

5.1. In addition to the other requirements within the Terms of Service, this section describes specific rules that apply to any use of the Phase Service (the "Rules of Acceptable Use").
5.2. When using the Phase Service you shall not (and shall procure that your Authorised Users do not):
a) circumvent, disable or otherwise interfere with any security related features of the Phase Service or features that prevent or restrict use or copying of the content or materials accessible via the Phase Service;
b) give any false or misleading information or permit another person to use the Phase Service under your name or on your behalf (other than your Authorised Users);
c) impersonate any person, or misrepresent your identity or affiliation with any person or give the impression they are linked to us, if this is not the case;
d) use the Phase Service other than for its intended purpose as set out in the Terms of Service;
e) use the Phase Service for any unlawful purpose;
f) use the Phase Service if we have suspended your access to it, or have otherwise banned you from using it;
g) modify, interfere, intercept, disrupt or hack the Phase Service or collect any data from the Phase Service other than in accordance with the Terms of Service;
h) misuse the Phase Service by knowingly introducing viruses, Trojans, worms, logic bombs or other material which would harm the Phase Service or the equipment of any user of the Phase Service, or using any automated system, including without limitation "robots", "spiders" or "offline readers" to access the Phase Service in a manner that send more request messages to the Phase Service than a human can reasonably produce in the same period of time;
i) submit or upload any User Content:
i) containing personal information of people without their consent. If you upload any User Content containing personal information of anyone under the age of 18, you confirm that you are their parent or guardian and consent, or that you have the permission of their parent or guardian to do so; or
ii) in respect of which you do not hold appropriate usage rights (including appropriate licenses) for your and our use of such User Content in accordance with the Terms of Service; or
j) submit or upload any User Content which in our reasonable opinion is:
i) defamatory to any person, deceptive, obscene, offensive, harmful or inflammatory;
ii) bullying, insulting, threatening, intimidating or humiliating;
iii) promoting or depicting sexually explicit material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, or is otherwise prejudicial to human dignity;
iv) material depicting child sexual abuse; and/or v) unlawful in any way or in breach of another party's rights (including intellectual property rights), or advocating, promoting or inciting any party to commit or assist any unlawful or criminal act.
5.3. Failure to comply with the Rules of Acceptable Use constitutes a serious breach of the Terms of Service, and may result in our taking all or any of the following actions (with or without notice):
a) immediate, temporary or permanent withdrawal of your or any Authorised User's right to use the Phase Service;
b) issuing of a warning to you;
c) legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and/or
d) disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
  1. The responses described in paragraph 5.3 above are not limited, and we may take any other action we reasonably deem to be appropriate.
  2. Ending Our Relationship
Your right to end our relationship.
2.1. The Terms of Service take effect from when you first use the Phase Service and will remain in effect until terminated.
2.2 If at any time you revise your agreeance to the Terms of Service or any changes made to the Terms of Service or the Phase Service, you must immediately stop using the Phase Service.
2.3 You can cancel your Subscription at any time. Please read section 4.3 above for more information.
2.4 If you are a Company and any Authorised User ceases its employment or affiliation with you, you must end the Authorised User’s right to access and use the Phase Service.
Our right to end our relationship.
2.5. If we determine that you have (or any Authorised User has) clearly, seriously or repeatedly breached the Terms of Service, including, in particular, the Rules of Acceptable Use, and including your failure to pay any Subscription Fees when due, we may suspend or permanently disable your access to the Phase Service and/or terminate your Subscription at our sole discretion. We may also disable or delete your account (including any User Account) or terminate your Subscription if you or your Authorised Users repeatedly infringe other people's intellectual property rights or where we are required to do so for legal reasons.
2.6. If you are a Company, we may also terminate your Subscription if you are unable to pay your debts (within the meaning of Section 123 of the Insolvency Act 1986), or become insolvent, or are subject to an order or a resolution for your liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or have an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of your assets, or enter into or proposes any composition or arrangement with your creditors generally, or are subject to any analogous event or proceeding in any applicable jurisdiction.
2.7. We may also withdraw the Phase Service or terminate your Subscription for any reason as long as we give you at least 30 days' written notice that we plan to do this. If we terminate your Subscription in accordance with this section, we will provide a refund or partial refund of any pre-paid Subscription Fees in respect of any period falling after the date of termination.
What happens if you or we end our relationship.
2.8 If we suspend, disable or terminate your use of the Phase Service or we withdraw the Phase Service as described in this Section 6, we may delete or modify any information we hold about you, your Authorised Users and User Accounts, and any User Content stored on your/their account(s). You and your Authorised Users may also lose any rights you have to use the Phase Service.
2.9. If you cancel your Subscription, we reserve the right to delete your account and any User Content stored on it after [90 days] from the date your cancellation takes effect (subject to the DPA, if you are a Company). Please see our Privacy Policy for further details on how long we keep your personal information for.
2.10. We will not offer you any other compensation for any losses incurred by you on our ending of your right to use the Phase Service.

3. Our Responsibility To You

3.1 If you are a consumer:
We are responsible to you for foreseeable and directly attributable loss and damage caused by us. If we fail to comply with these Terms of Service, we are responsible for directly attributable loss or damage you suffer that is a foreseeable result of our breaching these Terms of Service or our failing to use reasonable care and skill. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the contract was made, both we and you knew it might happen.
3.2. If you are a Company:
We are not responsible to you for any special, indirect, or consequential damage or loss, costs, or expenses, or for any loss, damage, cost or expenses that are caused by a failure by you (or any of your Authorised Users) to comply with the Terms of Service. Nor will we be responsible to you for any business losses, including any loss of profits, loss of revenue, loss of turnover, loss of business or business opportunity, loss of or damage to reputation or goodwill, loss of anticipated saving or wasted expenditure or similar, or for any loss of or damage to data. Our maximum liability to you in respect of any and all claims arising out of or in connection with the Terms of Service, whether in contract, tort (including negligence) or restitution, or for breach of statutory duty, or misrepresentation, or otherwise, shall be limited to £10,000 (one thousand pounds sterling).
3.3. We do not exclude or limit in any way our liability to you where it would be unlawful to do so. Nothing in the Terms of Service is intended to exclude or limit our liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors; for fraud or fraudulent misrepresentation; or (if you are a consumer) affect your statutory rights in the laws in your country of residence.
3.4. Limits on liability. We will exercise reasonable care and skill in providing the Phase Service to you but, due to the nature of the internet and technology, the Phase Service is provided on an "as available" and "as is" basis. This means that we are unable to promise that your use of the Phase Service will be uninterrupted, without delay, error-free, or meet your expectations and we do not give any commitment relating to the performance or availability of the Phase Service in these Terms of Service and, to the extent we are able to do so, we exclude any commitments that may be implied by law.
3.5. User Content is used at your own risk. We do not review or moderate User Content, including any User Content generated by you through your use of the Phase Service, before it is made available on the Phase Service, and we do not accept responsibility for your use of User Content, including any losses you or, if you are a Company, your Authorised Users, suffer as a result of sharing your User Content with third parties that is not caused by us breaching the Terms of Service. For example, if you use the Phase Service to create designs that breach the Rules of Acceptable Use, we are not responsible for any losses you suffer, or any claims brought against you as a result.
3.6. Security. We care about the integrity and security of your personal information and User Content. However, we cannot guarantee that unauthorised third parties will never be able to defeat our security measures or use your personal information or User Content for improper purposes.

4. Resolving Disputes

4.1. Disputes between you and us. If you have a dispute with us relating to the Phase Service, in the first instance please contact us at community@phase.com and attempt to resolve the dispute with us informally. In the unlikely event that we are not able to resolve a dispute informally, we will discuss and agree with you the most effective way of resolving the dispute.
4.2 Governing law. English law will apply to the Terms of Service, their subject matter and their formation. Subject to Section 8.1 above, both Parties agree that the courts of England and Wales will have exclusive jurisdiction over any dispute arising from or related to your use of the Phase Service.

5. Changes To The Phase Service

5.1 We are constantly updating and improving the Phase Service to try and find ways to provide you with new and innovative features and services. Improvements and updates are also made to reflect changing technologies, tastes, behaviours and the way people use the Internet and the Phase Service.
5.2 In order to do this, we may need to update, reset, stop offering and/or supporting a particular part of the Phase Service, or feature relating to the Phase Service ("changes to the Phase Service"). These changes to the Phase Service may affect your past activities on the Phase Service and features that you use ("service elements"). Any changes to the Phase Service could involve your service elements being deleted or reset.
5.3 You agree that a key characteristic of our Phase Service is that changes to the Phase Service will take place over time and this is an important basis on which we grant you access to the Phase Service. Once we have made changes to the Phase Service, your continued use of the Phase Service will show that you have accepted any changes to the Phase Service. You are always free to stop using the Phase Service.
5.4 We will try, where possible and reasonable, to contact you to inform you regarding any significant changes to the Phase Service.

6. CHANGES TO THE DOCUMENTS

6.1 We may revise these Terms of Service from time to time but the most current version will always be on our Website.
6.2 Changes will usually occur because of new features being added to the Phase Service, changes in the law or where we need to clarify our position on something.
6.3 We will try, where possible and reasonable, to notify you about any significant changes to any of the documents referred to in the Terms of Service. We may contact you through the Phase Service (for example by asking you to accept the changes before you continue to use the Phase Service) or via a separate email. However, sometimes changes will need to be made immediately and if this happens, we are not required to give you any notice.

7. Other Important Terms

7.1. Third party rights and transfer. A person who is not a party to the Terms of Service may not enforce any of its terms. All of our rights and obligations under the Terms of Service are freely assignable or otherwise transferable by us in connection with a merger, acquisition or sale of assets, or by operation of law or otherwise.
7.2. Entire agreement. The Terms of Service make up the entire agreement between you and Phase regarding your use of the Phase Service. They supersede any prior agreements. Invalidity of terms. If a court or other authority decides that some of the Terms of Service are unlawful, the rest will continue to apply.
7.3. Delays. If you do not comply with the Terms of Service and we do not take action immediately, this does not mean we have given up any right we have and we may still take action in the future.

8. Contact and Feedback

8.1. If you need to contact us in relation to the Terms of Service or any other document mentioned in them, please email us at community@phase.com.
8.2 If we have to contact you, we will do so by writing to you at the email address associated with your account or by other legally permitted means. Please ensure your details are kept up to date. When we use the words “writing” or “written” in these terms, this includes emails.
8.3. If you or we need to send a notice to the other person, such notices will be given in accordance with this Section 12.3. All notices given by you to Phase must be submitted to community@phase.com. Phase may give notice to you at either the e-mail or postal address you provide to Phase, or any other way that Phase deems appropriate. Notice will be deemed received and properly served immediately when posted on the Phase Service or 24 hours after an e-mail is sent or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail that such e-mail was sent to the specified e-mail address of the addressee.
8.4. We value hearing from our users, and are always interested in learning about ways we can improve the Phase Service. By providing your feedback you agree that you are giving up any rights you have in your feedback so that we may use and allow others to use it without any restriction and without any payment to you. If you are a Company, you agree that we may use your name, logo, and related trade marks in any of our publicity or marketing materials for the purpose of highlighting that you use the Phase Service and alongside any testimonials that you agree to give to us, and you grant to Phase such rights as are necessary to use your name, logo, related trade marks, and testimonials for the purpose of this section 12.4.

Last Updated: 25 Jan 2024

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