Terms of Service

Thanks for visiting www.lexascms.com (which we’ll refer to as our Site). This page sets out the terms and conditions on which we provide our users (you) with access to our Site and to our web-based content management system, LexasCMS (the Service). These Terms of Service will also govern your use of any printed materials or online or electronic documentation we make available to you in relation to the Service (Documentation).

1. How the Terms Work

These Terms of Service apply to anyone using our Site, whether they are just browsing or whether they are a registered subscriber to the Service. By using our Site, you are accepting these Terms of Service.

In addition to these Terms of Service, you should read our Privacy and Cookie Policy, which describes the personal data which we may collect from users of our Site and Service and explains how we may use it. It also describes how our Site makes use of cookies.

2. Who We Are

We are are Status200 Ltd, a company registered in the UK under number 11019310 whose registered office address is at 113 Manchester Road, Warrington, England WA1 4AP. Our VAT registration number is 111 753 348. If you wish to contact us, you can contact us using this address or using the contact links on our Site.

3. Our Service

Our obligations. We will provide the functions of our Site and Service to you in accordance with these Terms of Service. Some of these functions and Service will only be available to users who have registered with us.

Your obligations. There are a few general obligations and provisions that will apply to all users of our Site, with which you must comply. These are:

• you confirm that you are authorised to contract with us on these Terms of Service, and to conduct any activities which you may conduct through your account. This means in particular that if you are opening an account on behalf of a company or other business you are authorised by that business to act on its behalf. We do not offer any paid Service to minors and you confirm that if you subscribe for paid Service you are not an individual under eighteen years old;
• you may only use our Site and Service for lawful purposes. You may not use it in any way that breaches any local or international law, for the purposes of fraud, or to transmit unsolicited advertising or spam;
• any information you submit at any time (whether registering for an account with us, uploading content or otherwise) must be true and not misleading;
• you must not misuse our Site or Service by introducing viruses or other malicious code to it or to our systems, nor try to gain unauthorised access to it or them, to any related systems or servers or to any related source code. You must not attack our Site or Service through DDOS or otherwise. As you probably know, breaching this provision would be a criminal act, which may oblige us to report you to law enforcement and provide them with such information as we may have about you;
• you must keep your account and password login details secure, and not allow anyone else to use your account or share access credentials among multiple users. If any activity takes place on your account then you are responsible for it. You must let us know immediately if you discover or suspect that someone else has accessed your account; and
• you may not open any account through a bot or using any other automated means. You may make automated use of certain features of LexasCMS using current versions of APIs which we are publicly documenting at the time you are using them.

Our use of personal data. We will use any personal data which you provide to us in connection with our delivery of the Service in accordance with our Privacy and Cookie Policy.

Professional Services. If we have agreed to provide any professional services to you such as integration support or training, we will provide those services with reasonable skill and care and in accordance with any description of those services we have agreed with you.

Support. Technical support queries can be addressed to us using the contact details on the Site. Any support which we may offer is offered on an “as is” basis, and at our discretion, unless we have agreed otherwise with you. The Documentation contains significant technical information to support you in your use of the Service, and we may update the Documentation and Site from time to time with further support information.

4. Opening Your Account, Subscriptions and Payment

Registration. In order to access our Service, you must register for an account with us using our registration form. To register you will be asked to provide your first and last name, email and password. After you have created a user account you may create one or more organisations associated with that user account. The organisation will be the billable entity responsible for payment you warrant that you are authorised to contract on behalf of your organisation. Additionally, users can be assigned different roles (such as administrator or editor) and permissions allowing or restricting specific actions using the functions of the Service. More information is available in our Documentation.

Subscription models. We offer our Service on a subscription basis. We offer different prices and subscriptions depending on different variables, including whether you decide to purchase a monthly or annual subscription and the number of users, spaces and roles purchased within your subscription. More information is available in our Pricing Overview. You may only use the Service within the scope of your permitted subscriptions. As an exception, we may allow overages in relation to some of the variables on which we base pricing, and if you incur overages we may charge additional fees as set out in our Pricing Overview.

We may occasionally offer price reduction, free trials or other special offerings. If we do, then additional terms governing those offers will be set out on the Site but these Terms of Service will still apply. We reserve the right to withdraw any offers at any time, although this will not affect any subscriptions which you have already obtained during the offer period.

Contract formation. When you register for an account through the Site, you are offering to enter into a legally binding contract with us under which we agree to provide the Service and you agree to use and pay for it, in each case in accordance with these Terms of Service. We may accept or reject your registration at our discretion. If we accept your registration, and communicate acceptance to you by sending you an e-mail or other notice, then the contract between you and us for the provision of the Service will be formed. If you are an enterprise customer, we may issue an electronic or hard copy order form incorporating these Terms of Service and also containing bespoke provisions applicable to your enterprise subscription which, if accepted, will be contractually binding.

Term and renewal. Your subscription(s) will have a fixed term of one month (in the case of monthly subscriptions) or one year (in the case of annual subscriptions) and will renew automatically at the end of each fixed term for a further fixed term. If you do not wish to renew your subscription(s) with us, you must notify us before the renewal date. The period of notice we require may vary depending on the subscription model. For some subscription models, if you cancel mid-term we will apply a partial credit to your next payment period (for example, this allows you to create and experiment with multiple content spaces, so if one content space is closed credit can be applied to your next content space) More information is available in our Documentation.

Pricing and Payment. The fees for our Service are set out in our Pricing Overview. You must pay the applicable subscription fee (if any) in advance to receive the Service. You can make payment by following the instructions on the Site. We accept payment by credit or debit card through the Site by our payment processing service provider, Stripe Payments Europe, Ltd (Stripe). We do not collect or process your credit or debit card details over the Site. These are collected and processed by Stripe (see our Privacy and Cookie Policy for further information).

Changes to our subscription model. We may withdraw or change any subscription model and/or price at any time and will give you at least thirty (30) days’ notice of changes. This will not affect any subscription that you have already paid for before the end of the thirty (30) day notice period, so any price changes will apply only at the next renewal date after that. This means that you can choose whether or not to cancel your subscription before the changes take effect.

Access. We may disable or suspend access to your account at any time if you have failed to comply with these Terms of Service or if we deem it necessary for security purposes.

5. Your use of the Service

Permitted use. Provided you have paid any applicable subscription and provided you continue to comply with the provisions of these Terms of Service, we hereby grant to you a non-exclusive, perpetual licence to use the Service within the scope of your subscription, and to download, use, print or copy the Documentation in connection with that permitted use.

Third Party Access. You may allow other people to access and use the Service or Documentation solely in connection with your permitted use. For example, if you are a design or development agency then you may allow your freelancers and contractors to access and use the Service, and if you are using the Service for a client project then you may allow the client’s personnel to access and use the Service and Documentation too. However, there are several major restrictions on this right:

• firstly, you are responsible for ensuring that anyone who you allow to access and use the Service and Documentation does so in accordance with the requirements of these Terms of Service – technically, they are your sub-licensees; and
• secondly, that access should not be for any charge. You are not permitted to lease or re-sell our Service or access to it; and
• you may not use the Service to compete with us.

Other restrictions. You may not:

• attempt to disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the source code underlying the Service;
• use the Service to develop or create any product or service competitive with the Service; nor
• attempt to circumvent any security measures used in the Service.

Laws and Export Regulations. You are responsible for ensuring that your use of the Service complies with local law. Some territories restrict the export of technology or apply regulatory or Governmental controls to the use of technology products or of the Internet. It is your responsibility to ensure that you comply with any of those restrictions which apply to you or your activities.

6. Intellectual Property Rights and Your Content

Rights in our content. The intellectual property rights in all of the content on and in our Site, Service and Documentation belong either to us or to whomever licensed that content to us. You may not copy or make any use of that content without having first obtained our permission or permission from whomever owns the relevant intellectual property rights. Uses which are expressly permitted by law (for instance, if you print off a copy of some of our user guides your personal reference) are however allowed. You are also permitted to use the Service within the scope of your subscription, and to use the Documentation in connection with that permitted use.

Rights in Your Content. The intellectual property rights in all of the content or materials uploaded by you to the Service (Your Content), shall remain with you or with whomever licensed that content to you. You hereby grant to us a licence under Your Content to the extent necessary for us to deliver our Service to you.

Standards of Your Content: We ask (and you agree) that Your Content will meet certain standards. In particular, you will ensure that:

• you have all necessary rights and permissions to upload Your Content and allow us to use it as described in these Terms of Service, without infringing any third party’s rights (whether that means infringing their intellectual property rights or sharing private and confidential information without their permission); and
• Your Content will be in all ways lawful and in particular will not be defamatory, obscene or, abusive, will not violate any other policies communicated to you (such as Amazon Web Services content standard requirements) and will not be in any other ways (lawful or otherwise) offensive;
• you will comply with applicable law in relation to any personal data comprised in Your Content; and
• any statements you make in, or in connection with, Your Content will be true and not misleading.

Protection of Your Content. Any licences granted by you to other users are your responsibility. We do not accept any responsibility for enforcing those licences or for policing any infringements by our users of other users’ content. You acknowledge and accept that it is your responsibility to protect and enforce Your Content as you see fit. Because we are not a party to any licence granted by you to another user, any remedies that either you or the user might have under that licence are against each other, not against us.

Backup: You should ensure that you have made frequent back-ups of Your Content as we will not be liable to you for any loss of use of Your Content if it becomes lost or corrupted.

Personal data: If and to the extent that Your Content contains personal data, the Data Protection Appendix set out at the end of these Terms of Service shall apply.

Confidentiality: Each party shall keep in confidence all information of a confidential nature which has been disclosed to it by the other, and shall disclose such confidential information of the other only to their employees and contractors who need to know it for the purpose of performance, or to their legal or professional advisors, under appropriate conditions of confidence.

Metric data: We may obtain usage information related to your use of the Service which we may use to monitor and improve our Service. As described in our Privacy and Cookie Policy, this information is derived from user activity and will not be derived from Your Content.

7. Termination

Termination by you. You may terminate the contract between you and us in relation to your use of the Service, and close your account, by written notice to us at any time, subject to whatever period of notice is specified for termination of particular subscription models in our Documentation.

Termination by us. If you are in breach of these Terms of Service, we may take any of the following actions:

• issuing you with a written warning specifying the breach and requiring its remedy;
• suspension or permanent withdrawal of your account and your use of our Site, and/or termination of any contract between you and us on these Terms of Service;
• taking legal action against you; or
• disclosing your personal information to law enforcement authorities if your breach is also a criminal act.

We also reserve the right to terminate any contract between you and us in relation to your use of the Site or Service, and suspend or terminate your account, by written notice to you at any time. We will try to give you reasonable notice, and to exercise this right only in circumstances where termination is appropriate (for instance because we are unable to continue to provide our Service). However, nothing in our relationship with you guarantees your continued use of our Service. If we terminate your use of the Service for our convenience (rather than because of your breach of these Terms of Service) then we will refund to you a proportion of any fees which you have pre-paid for your use of the Service based on the amount of your subscription remaining at termination.

Effect of Termination. Termination of the contract between you and us will not affect any rights or remedies of the parties in existence at the time of termination. For instance, if at the time of termination one of us owes the other any sums, then they will still be owed. However, unless we have terminated for our convenience, you will not be entitled to recovery of any pre-paid sums.

8. Our Liability to You

This section explains the ways in which our liability to you is limited and excluded.

• Where We Don’t Limit or Exclude Our Liability – We do not limit or exclude our liability for anything for which we cannot lawfully limit or exclude our liability. For example, we do not limit our liability for death or personal injury caused by our negligence, or for fraud. This statement takes priority over the rest of this section and the rest of these Terms of Service.
• No Implied Terms – We provide access to our Site and Service on the terms set out in these Terms of Service. To the fullest extent permitted by law, we expressly exclude any and all conditions, warranties and other terms which might otherwise be implied by statute, under common law, or otherwise.
• The Software is “as is” - Our Site, Service and Documentation are provided “as is” and without any warranty. For example, while we do our best to correct defects, we do not warrant that your use of the Service will be uninterrupted, free from errors, or free from viruses or malicious code, and we do not guarantee that we will correct any defects or bugs. Finally, you acknowledge that the Service has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the functions of the Service as described in the Documentation meet your requirements.
• Scripts - In order to use some features of our Service, you may need to insert certain scripts into your website. Any scripts we provide are provided on an “as is” basis, and we are not liable or responsible for any disruption or errors in your website which might arise from their use. You should always ensure, before adding any script to your website, that you are able to restore your website to its original code if necessary.
• Communications networks - You understand that there is some inherent instability in communications networks and that we may need to take down or maintain the Site or Service from time to time. For that reason, you accept that access to our Site or Service is permitted on a temporary basis and we will not be liable if it is unavailable for any reason.
• Third Party Products. We are not responsible for any failure of the Site or Service to perform which is attributable to your use of third party software, hardware, data or networks or to the Site or Service’s interaction with them.
• Undocumented APIs. We are not responsible for any failure of the Site or Service to perform which is attributable to your use of any APIs which we have not publicly documented.
• No Indirect or Consequential Loss – We expressly exclude any liability for any indirect or consequential loss, damage, costs or expenses incurred or suffered by you in connection with your use of our Site or Service. We are not liable for losses, damages, costs and expenses that are not foreseeable to both you and us at the time you open your account with us or which are not caused by our breach.
• No Liability for Certain Kinds of Loss – We expressly exclude any liability for any loss, damage, costs or expenses incurred or suffered by you (in each case whether direct or indirect) if that liability comes within one of the following categories: loss of business, loss of revenue, loss of contract, loss of data, loss of reputation, or loss of profit. In short, we are not liable for business losses.
• Force Majeure – We will not be liable to you for any failure or delay in our performance which is wholly or partly attributable to matters outside our control.
• Cap On Liability – Our total aggregate liability to you in connection with your use of our Site or Service (whether arising in negligence, including tort, breach of contract or otherwise) will not exceed a sum equal to the revenue derived by us from your use of our Service during the twelve (12) months prior to the first event giving rise to our liability.

9. Indemnity

If we are subject to any third-party claim as a result of your breach of any of your obligations under these Terms of Service, or as a result of your negligence, misrepresentation or other wrongful act, then you will indemnify us against that claim. “Indemnifying us” means you will indemnify us and hold us harmless against all costs, expenses, losses, damages or liabilities suffered or incurred by us as a result of or in connection with that third-party claim, including (without limitation) any legal and professional fees. You also agree to provide us with all reasonable assistance and information we may request from you in order to enable us to defend and settle the claim and mitigate our (and your) liability.

10. Links

Linking to our Site. You can link to our Site provided that you do so in a way that is fair and legal. You can’t link to our Site in order to damage or take advantage of our reputation or to suggest any false form of association, endorsement or relationship between you and us. You may not “hotlink” to our Site or to any content on it, nor embed or frame any part of our Site or any such content on any other site. If we ask you to stop linking to our Site then you must do so immediately.

Third party links. Our Site contains links to various third party sites and resources. We have no control over these or over any service provided by those third parties. You use them at your own risk.

11. Publicity

You agree that we may use your corporate name and trade marks on our Site, and in publicity material in any other format, in order to identify you as a customer of the Service.

12. Revisions

We may revise these Terms of Service at any time. You should check our terms for changes from time to time, but if the revisions are material then we will notify you of them using the contact details you have provided to us or during your next log-in. By continuing to use our Site or Service you will be accepting our revised Terms of Service.

13. General Legal Terms

Entire Agreement. Any contract between you and us on these Terms of Service constitutes the entire agreement between the parties in relation to its subject matter. Each party acknowledges that in entering into the contract it does not rely on any representation or warranty not set out in these Terms of Service.

Assignment. We may transfer our rights and obligations under our contract with you to another organisation. We will always tell you in writing if this happens. You may only transfer your rights or your obligations under your contract with us to another person if we agree to this in writing.

Severance. Each of the provisions of these Terms of Service operates separately. If any court or relevant authority decides that any of them (or any part-provision) are unlawful, the remaining provisions (or part-provisions) will remain in full force and effect.

No Waivers. If we do not insist immediately that you do anything you are required to do under these Terms of Service, or if we delay in taking steps against you in respect of your breach, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.

Third Party Rights. A person who is not a party to any contract under these Terms of Service shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of them.

Law and Jurisdiction. Any contract made on these Terms of Service, and any associated dispute, are governed by the laws of England and Wales. If any dispute arises between you and us in connection with your use of our Site or Service, then you and we will attempt to resolve that dispute through discussion. If we are unable to resolve the dispute by discussion, then the courts of England and Wales will have exclusive jurisdiction over any claim relating to your use of our Site or any connected contract. However, if you are not resident in England or Wales then we reserve the right to bring proceedings against you in any court in your country of residence.

Last updated: 04/08/2022

Data Processing Annex

This Data Processing Annex applies when, in the course of providing our Service and hosting Your Content, we are acting as your “data processor” under data protection law. This Annex is supplemental to our Terms of Service and the definitions in our Terms of Service apply in this Data Processing Annex.

1. Definitions

In this Annex Data Protection Legislation means: i) unless and until it is no longer directly applicable in the UK, the General Data Protection Regulation ((EU) 2016/679) (GDPR), Data Protection Act 2018, and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then ii) any successor legislation to the GDPR or the Data Protection Act 2018.

In this Annex data controller, data processor, processing and personal data all have the meanings given in the Data Protection Legislation.

2. Data Protection Obligations

Both you and we will comply with all applicable requirements of the Data Protection Legislation.

For the purposes of the Data Protection Legislation, you are the data controller and we are the data processor in relation to any personal data comprised in Your Content. The section below sets out the scope, nature and purpose of processing by us, the duration of the processing and the types of personal data and categories of data subject.

We shall, in relation to that personal data:

• process the personal data only on your written instructions or as required by law;
• have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of, accidental loss or destruction of, or damage to, the personal data;
• ensure that all personnel who have access to and/or process the personal data are obliged to keep them confidential;
• not transfer the personal data outside of the European Economic Area unless with your prior written consent, under your instructions, as required by law, subject to a safeguard permitted under the Data Protection Legislation or to a country in respect of which the European Commission has made an adequacy determination;
• assist you in responding to any request from a data subject and complying with your obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators, in each case subject to the payment of our reasonable fees on a time-and-materials basis;
• at your written direction delete or return the personal data on termination of the services to which their provision relates. In practice, this will be managed by you using the features of the Service to manage and delete Your Content). You acknowledge that logs are automatically generated in relation to each space which may contain records of changes made to Your Content in that space, and which therefore may contain personal data even if that personal data has been deleted from Your Content. Those logs are automatically deleted if the space is itself deleted. If you require manual deletion of any logs we may charge for our reasonable fees in providing manual deletion on a time-and-materials basis; and
• maintain records and information to demonstrate our compliance with this Annex and allow you to audit our compliance (provided such audit is conducted in such a manner to minimise disruption to our business, on reasonable notice, at your cost and subject to your payment of our reasonable fees for time incurred).

We may appoint third party processors of the personal data but shall ensure that we do so under a written agreement incorporating terms which are equivalent in their effect to those set out in this Annex.

3. Details of Processing

Scope and nature of processing
We may process personal data contained in Your Content in the course of providing our Service to you, which means accessing, receiving, storing, creating and transmitting personal data.

Purpose of processing
The provision of the specified Service to you, as agreed from time to time.

Duration of the processing
For the duration of the provision of our Service.

Types of personal data and categories
Such personal data as may be contained in Your Content, over which we have no control and which may therefore contain such personal data relating to such data subjects as you may determine (including if applicable special categories of personal data).