(applicable only to M4trix Dev's customers who want to promote their business in our Platform)
1. THESE
TERMS
1.1. These
terms of use govern your use and access to our services, including our websites
substribe.co.uk and substribe.net, our application “SubsTribe business”, our
application programming interfaces (APIs), our notifications and any
information or content appearing therein (collectively our
"Platform").
1.2. By
using our Platform, you agree to these terms regardless of whether you are
paying user or a non-paying visitor. If you are using our Platform as a
representative of an entity, you are agreeing to these terms on behalf of that
entity.
2. BACKGROUND
2.1. We
offer a Software-as-a-Service solution known as SubsTribe as described on
substribe.co.uk and substribe.net which allows you to sell and validate
subscription using our Platform (the "Services").
2.2. We
agree to provide the Services to you, and you agree to subscribe to the
Services on and subject to the terms set out in this Term of Use.
2.3. This
Term of Use shall be read in conjunction and together with our “Trading Terms” and our “Privacy Policy” which can be found
on substribe.co.uk and substribe.net and forms an integral part of the
agreement between you and us.
3. ABOUT
US AND HOW TO CONTACT US
3.1. We
are M4trix Dev Limited, a company registered in England and Wales, trading as
Substribe. Our company registration number is 12342375 and our registered
office is at 71-75 Shelton Street Covent Garden London WC2H 9JQ
3.2. For
any questions or problems relating to our Platform, our products or services,
or these terms, you can contact us by emailing us at support@m4trixdev.com.
3.3. We
are the data controller in relation to our Platform and are responsible for
your personal data. Please refer to our Privacy Policy which is available at
substribe.net for information about what personal data we collect and what we
do with it. It is important that you read our privacy policy, which may be
updated from time to time, and understand how we use your information and the
rights that you have about your information.
3.4. If
we have to contact you, we will do so by telephone or by writing to you at the
email address or postal address you provided to us.
3.5. When
we use the words "writing" or "written" in these terms,
this includes emails.
4. CHANGES
OF TERMS
4.1. We
may amend these terms from time to time by posting the updated terms on our
Platform. If we make material changes, we will notify you of the changes before
they become effective. By continuing to use our Platform and our services after
the changes come into effect means that you agree to be bound by the revised
policy.
5. AVAILABILITY
OF OUR SERVICES
5.1. We
are constantly changing and improving our Platform and the products or services
we provide. We may from time to time change or discontinue any of the products
or services we offer, or add or remove functionalities or features, and we may
suspend or stop certain products, services, functionalities or features
altogether. If we discontinue certain products, services, functionalities or
features, we will give you advance notice where reasonably possible
5.2. We
may release products, services, functionalities or features that we are still
testing and evaluating. We will label such services as "beta"
"preview", "early access" or "trial" or any words
or phrases with similar meanings. You understand that these beta services are
not as reliable as other products or services we offer.
5.3. We
reserve the right to limit your use of our Platform and the services we
provide, including the right to restrict, suspend or terminate your account if
we believe you are in breach of these terms or are misusing our Platform or any
services we provide.
5.4. We
try our best to ensure that our Platform is always available, but we do not
guarantee that the operation of or access to our Platform will be uninterrupted
or continuous. Our Platform may be interrupted for maintenance, repairs, upgrades,
network or equipment failures.
5.5. You
are responsible for configuring your information technology, computer
programmes and platform or system in order to access our Platform. We do not
guarantee that our Platform will be free from bugs or viruses.
6. INTERPRETATION
6.1. The
following definitions and rules of interpretation apply in this Term of Use.
Customer Data: as defined in Clause 14.1(a),
which constitutes your Proprietary Information.
Derived Information: as defined in Clause 14.6.
Fees: the fees payable in respect of the Services as set out in
Clause 18.
Intellectual Property Rights: patents, rights to inventions,
copyright and related rights, all other rights in the nature of copyright,
trademarks, business names and domain names, rights in get-up, goodwill and the
right to sue for passing off, rights in designs, database rights, rights to use
and protect the confidentiality of confidential information (including
know-how), 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.
Payers: individuals or organization who purchase certain
services or goods from you using the Services.
Parties: M4trix Dev and you, collectively referred to
as the "Parties" or individually as a "Party"
Proprietary Information: Customer Data and Supplier Data.
Software: the software named Substribe (website and mobile app),
and all updates, upgrades, releases, and versions thereof, including:
a. the source code and object code; and
b. all other works or material recorded or
embodied in the software, including the audio or visual content in any screen
displays in the user interface.
Software Documentation: all and any documentation (whether in
human or machine-readable form) relating to the Software, including all:
c. operating manuals, user instruction manuals,
and training materials; and
d. documents associated with the creation,
design, development, or modification of the Software, including technical or
functional specifications, flow charts, algorithms, architectural diagrams,
data models, build instructions, testing or configuration documentation, and
technical data.
Supplier Data: as defined in Clause 14.1(b),
which constitutes your Proprietary
Information.
6.2. Clause,
Schedule, and paragraph headings shall not affect the interpretation of this Term of Use.
6.3. The
Schedules form part of this Term of Use and shall have effect as if set out in
full in the body of this Term of Use. Any reference to this Term of Use includes
the Schedules.
6.4. References
to clauses and Schedules are to the clauses and Schedules of this Term of Use.
6.5. Unless
the context otherwise requires, words in the singular shall include the plural
and in the plural shall include the singular.
6.6. A
reference to writing or written includes fax and email.
6.7. Any
words following the terms "including", "include", "in
particular", "for example", or any similar expression shall be
construed as illustrative and shall not limit the sense of the words,
description, definition, phrase, or term preceding those terms.
6.8. Unless
the context otherwise requires, a reference to one gender shall include a
reference to the other genders and a reference to a person includes a natural
person, a corporation, or an unincorporated body (whether or not having a
separate legal personality).
7. STRIPE 7.1. The Services
function alongside your third-party payment processing provider, Stripe, the Stripe API, and in conjunction, your
Stripe account to process credit and debit card transactions for your Substribe
account. We are a “Partner Application” as defined in the Stripe Terms of
Service. Therefore, any limitations imposed by Stripe’s terms for Partner
Applications, for example with respect to the types of business that may use
the service, also apply to the use of the Services. The Services make it easier
for you and payers to submit their payment information to Stripe. Therefore, in
order to use the Services, you must have an active Stripe account and be bound
by the Stripe terms of use. Any use of that information is governed by your agreement
with Stripe and subject to Stripe’s Privacy Policy. We do
not see this information when it is being submitted and we do not have any
control over the use of this information.
7.2. You expressly
understand and agrees that we shall not be liable for any payments and monetary
transactions that occur through your use of the Services. You expressly understand
and agrees that all payments and monetary transactions are handled by Stripe. You
agree that we shall not be liable for any issues regarding financial and
monetary transactions between you and any other party, including Stripe.
7.3. You are
responsible for all transactions (one-time, recurring, and refunds) processed
through the Services and/or Stripe. We are not liable for loss or damage from
errant or invalid transactions processed with your Stripe account. This
includes transactions that were not processed due to a network communication
error, or any other reason. If You processes a transaction, it is your responsibility
to verify that the transaction was successfully processed.
7.4. You understand
that we use the Stripe API to run the Services and that the Stripe API is
subject to change at any time and such changes may adversely affect the Services.
You understand and agrees to not hold us liable for any adverse effects that
actions (whether intentional or unintentional) on the part of Stripe may cause
to your Stripe account, your account with us, or your business.
7.5. You must
not process stolen credit cards, or unauthorized credit cards through Stripe
and/or your account with us.
8. OTHER INTEGRATIONS
8.1. We
integrate with third-party software to provide a full suite of functionalities
to our users. We are not responsible for any issues or loss arising from the
use of any third-party software. Your access and use of the third-party
software are governed by the terms of service or user agreements of that
software.
9. YOUR ACCOUNT
AND ACTIVATION
9.1. In registering for an account on our Platform, you must
provide truthful, accurate and up-to-date information about yourself. You
should choose a strong and secure password. You must keep your password secure
and confidential.
9.2. You agree not to share your account credentials or give
others access to your account. If and when we detect that an account is shared
by multiple users, we may treat this as a security breach and suspend or
terminate your account.
9.3. We have the right to disable any password, whether chosen by
you or allocated by us, at any time, if in our reasonable opinion you are in
breach of these terms. You agree to follow our Acceptable Use Policy, which is
set out at the end of these terms.
9.4. You are responsible for all actions or activities that happens
by, through or under your account, unless you report misuse.
9.5. You understand
that in order to accept live payment transactions through the Services, you will
need to complete the following:
(a) Provide
a description of your business and how you are charging Payers
(b) Activate
a live Stripe account and grant application permissions to M4trix Dev (and be
bound to the Application Clauses listed in Stripe’s Terms of Service.)
9.6. During
the account activation process, you will be required to enter a description of your
business and how you charge Payers. This description, along with your email
address and account name, may be used on a profile web page that will be
provided to Stripe for account verification and monitoring purposes.
10. USE OF
THE PLATFORM
10.1. You must comply with the Acceptable Use Policy and
all applicable laws and regulatory requirements, including privacy laws and
intellectual property laws in using or accessing the Platform.
10.2. Subject to your payment of applicable fees, we give
you a personal, worldwide, royalty-free, non-assignable, non-transferable,
non-sublicensable, non-exclusive and revocable licence to access and use our
Platform, including any software or application as part of the services we offer.
This licence is for the sole purpose of enabling you to use and enjoy the
benefit of our Platform as provided by us and in the manner as permitted by
these terms.
10.3. This licence to use our Platform will terminate if
you do not comply with these terms or other additional terms or conditions
imposed by us from time to time.
10.4. You must not copy, modify, distribute, sell, lease,
loan or trade any access to the Platform or any data or information on it.
11. COPYRIGHT
AND CONTENT OWNERSHIP
11.1. The Services, including the use of our name, logos,
domain names and other distinctive brand features are protected by copyright
and other laws. You may not duplicate, copy, or reuse any portion of the code
(HTML/CSS/JavaScript/Dart) or visual design elements.
11.2. When you post content on or through the Services
(“Content”), you represent and warrants that:
(a) the
Content is owned by you and/or you have the right to use it and the right to
grant us the rights and license as provided in these Terms, and that
(b) the
posting of your Content on or through the Services does not violate the privacy
rights, publicity rights, copyrights, contract rights or any other rights of
any person or entity. We reserve the right to terminate the account of anyone
who is found to be in violation of these terms.
11.3. We take no responsibility and assume no liability
for Content that you or any third-party posts on or through the Services. Any
feedback, surveys, suggestions etc. that you submit to us (in this case,
without the parts that identify You), will be treated as non-confidential and
non-proprietary. By posting submitting feedback, survey answers, or suggestions
you grant us a worldwide, non-exclusive, royalty-free license to use, modify,
perform, display, reproduce, and distribute such information on and through the
Services in any and all media or distribution methods (now known or later
developed).
11.4. We have the right but not the obligation to monitor
all Content provided by users.
11.5. You also agree to not duplicate, publish, modify,
reverse engineer, create derivative works from, participate in the transfer of,
post on the World Wide Web, attempt to extract the source code of the software,
or in any way distribute or exploit the Services, or any portion of the
Services, unless laws prohibit these restrictions, or you have our written
permission to do so.
12. YOUR
UNDERTAKINGS
12.1. You will comply with our published terms,
policies, and all applicable laws and regulations in using the Services.
12.2. You will obtain and maintain any equipment and
ancillary services necessary to connect to, access, or otherwise use the
Services (including any necessary servers, web servers, network, modems,
hardware, software, operating systems, and the like).
12.3. You will maintain the security of your
account(s) for using the Services, including the password(s) to such accounts)
and all information contained in such account(s).
12.4. You will not, directly or indirectly:
(a) reverse engineer, decompile, disassemble, or otherwise
attempt to discover the source code, object code, or any underlying structure,
ideas, know-how, or algorithms relevant to the Services or any part of the
Software;
(b) modify, translate, or create derivative works
based on the Services or any part of the Software;
(c) make illegal or unlawful use of the Services or
the Software;
(d) use the Services or any part of the Software for
the benefit of a third party; or
(e) breach the terms of this Term of Use or any
applicable laws or regulations
12.5. You acknowledge and agrees that we may, although
has no obligation to do so, monitor your use of the Services and may prohibit
any use of the Services where we believe that such use is or may be in breach
of this Term of Use.
12.6. You will indemnify us against any losses,
damages, expenses, or liabilities (including legal fees) in connection with any
claim or action that arises from any use of the Services by you in breach of
this Term of Use.
13. OUR
RIGHTS
13.1. All intellectual property rights subsisting in
the Platform or the products or services we provide belong to us or have been
lawfully licensed to us. All rights under applicable laws are hereby reserved.
You must not upload, post, publish, reproduce, transmit or distribute any
content or component of our Platform in any way, or create any derivative works
with respect to any such content or component.
13.2. We may (at our discretion but are not obliged
to) review content or information submitted or posted by users of our Platform.
We reserve the right to remove any content which we consider as offensive,
harmful, deceptive, discriminative, defamatory or otherwise inappropriate or
misleading, or content that we believe may be infringing rights of third
parties. We do not endorse or support any views expressed by any users on our
Platform
13.3. Our name "SubsTribe" and our marks and
logos are our trademarks (be it registered or unregistered) and may not be used
without our express prior written consent
14. PROPRIETARY
INFORMATION
14.1. The Parties acknowledge that, to enable the
provision of the Services:
(a)
you have disclosed or may disclose information
or data (including information regarding the business, management, or your structure)
to us which is not public knowledge ("Customer Data"); and
(b)
we have provided the Software Documentation to you
and has disclosed or may disclose other information or data (including any
information regarding existing or planned features, functionality, and
performance of the Software) to you which is not public knowledge ("Supplier
Data").
14.2. Customer Data belongs to you. You own all rights
(including all Intellectual Property Rights), title, and interest in and to your
Data.
14.3. Supplier Data belongs to us. We own all rights
(including all Intellectual Property Rights), title, and interest in and to the
Supplier Data, as well as all or any improvements, enhancements, or
modifications to the Software, and any applications, inventions, or other
technology developed in connection with the Software.
14.4. Each Party agrees to take reasonable precautions
to protect and keep confidential the Proprietary Information of the other Party
and not to use (except in performance of the Services or otherwise consented to
by the other Party) or disclose the Proprietary Information to any third party.
14.5. The obligation under this clause will not apply
in respect of any Proprietary Information that:
(a) is or becomes generally available to the public;
(b) was disclosed to the Party by a third party
without restriction; or
(c) is required to be disclosed by law
14.6.
For the avoidance of doubt, we have the right to
collect and analyse any data and information relating to the provision, use,
and performance of various aspects of the Software and related systems and
technologies, including any data or information of or derived from your use of
the Services ("Derived Information"). We are free to, without any
licence or permission from you and without paying any fees or payment to you:
(a) use any Derived Information to improve and
enhance the Services and for other development, diagnostic, and remedial
purposes in connection with the Services and other offerings by us; and
(b) disclose such data solely in aggregate or in
unidentifiable form.
15. CUSTOMER
DATA
15.1. Customer Data means any data of any type that is
submitted to the Services by you or on your behalf, including without
limitation:
(a) data submitted, uploaded or imported to the
Services and
(b) data provided by or about your Payers (including
chat and message logs) that are collected from use of the Services.
15.2. You are solely responsible for the accuracy,
content and legality of all Customer Data. You represent and warrants to us
that you have all necessary rights, consents and permissions to collect, share
and use all Customer Data as contemplated in these Terms and that no Customer
Data will violate or infringe
(a) any third-party intellectual property, publicity,
privacy or other rights,
(b) any laws and regulations, including any applicable
data protection laws (such as the EU General Data Protection Regulation
(GDPR)), or
(c) any terms of service, privacy policies or other
agreements governing your accounts with any third-party platforms.
15.3. You will be fully responsible for any Customer Data
submitted to the Services by any of your end users as if you submitted it
directly.
15.4. You specifically agree not to use the Services to
collect, store, process or transmit any data that includes information that
reveals racial or ethnic origin, political opinions, religious or philosophical
beliefs, or trade union membership, genetic data, biometric, data concerning
health or data concerning an individual’s sex life or sexual orientation
(“Sensitive Personal Information”). We will have no liability under these Terms
for Sensitive Personal Information, notwithstanding anything to the contrary
herein.
15.5. You agree to comply with all applicable laws in the
use of the Services. Without limiting the generality of the foregoing, you will
not engage in any unsolicited advertising, marketing, or other activities using
the Services, including without limitation any activities that violate the
Telephone Consumer Protection Act of 1991, CAN-SPAM Act of 2003 or any other
anti-spam laws and regulations.
15.6. Your privacy policy must provide all disclosures
and require any consents as may be required by law. This includes disclosing
how, and for what purposes, the data collected through our Services will be
used or shared with us as part of the Services and that we will process this
data in the United States. You must also provide your end users with clear and
comprehensive information, and acquire consent, where necessary, with respect
to the storing and accessing of cookies or other information on such end user’s
devices where such activity occurs in connection with the Services and as
required by applicable laws. For clarity, as between you and us, you will be
solely responsible for obtaining the necessary clearances, consents and
approvals from your end users under all applicable laws.
15.7. We shall bear responsibility for sharing
information with the service providers it uses for the provision of the
services. This is described in our privacy notice. Any other sharing of
information with third parties, which you request us to conduct or facilitate, shall
be at your sole responsibility.
15.8. You are responsible for entering into separate
contractual arrangements with such third parties binding them to comply with
obligations in accordance with data protection laws and we shall not be
responsible or liable for facilitating such sharing.
15.9. To facilitate our compliance with any record
keeping obligations we may have in connection with your information, where
requested and as applicable to you, you agree to provide such information to us
via the user interface of the Services or via such other means as we may provide
and will use such user interface or other means to ensure that all information
provided is kept accurate and up-to-date.
16. TAXES
16.1. You are responsible for determining any and all
taxes assessed, incurred, or required to be collected, paid, or withheld for
any reason in connection with your use of the Services. You also are solely
responsible for collecting, withholding, reporting, and remitting correct taxes
to the appropriate tax authority. We are not obligated to, nor will we
determine whether taxes apply, or calculate, collect, report, or remit any
taxes to any tax authority arising from any transaction.
17. AGGREGATED
ANONYMOUS DATA
17.1. Notwithstanding anything to the contrary herein, You
agrees that we may obtain and aggregate technical and other data about your use
of the Services that is non-personally identifiable (“Aggregated Anonymous
Data”), and we may use the Aggregated Anonymous Data to analyse, improve,
support and operate the Services and otherwise for any business purpose during
and after the term of these Terms, including without limitation to generate
industry benchmark or best practice guidance, recommendations or similar
reports for distribution to and consumption by you and our other customers.
18. PAYMENT
OF FEES
18.1. You agree to pay the Fees assessed
by us to you for providing the Services. These fees will be calculated pursuant
to the Fee Schedule linked to here:
http://substribe.co.uk/pricing.
18.2. We reserve the right to revise the Fees at any
time, subject to a thirty (30) day notice period to you.
18.3. The Fees described in Clause 18.1
are exclusive of value-added tax (VAT) and we will charge VAT to you in line
with the relevant taxation rules on top of the Fees.
18.4. The application fee is charged automatically to you
at the time of your account registration. In case for some reasons, the
application fee will not be applied automatically, we will inform you and you
will pay the Fees in a timely manner as instructed by us.
18.5. Failure to pay any Fees for more than seven (7)
day(s) after the due date will constitute a material breach of this Term of Use
referred to in Clause 25.4.
18.6. Any enquiries on billing (including incorrect
billing) should be directed to our customer support department.
19. CUSTOMER
SERVICE
19.1. You are solely responsible for all customer service
issues relating to your goods or services, including pricing, order fulfilment,
order cancellation by you, returns, refunds and adjustments, rebates,
functionality and warranty, technical support, and feedback concerning
experiences with your personnel, policies or processes. In performing customer
service, you will always present as a separate entity from us.
19.2. As between you and us, we are solely responsible
for customer service issues relating to any Substribe Account. On and subject
to the terms of this Term of Use, we will provide to you the Services and
reasonable technical support
20. RULES
AND CONDUCT
20.1. As a condition of use, you promise not to use the Services
for any purpose that is prohibited by these Terms of Use.
20.2. You agree not to take any action (and/or shall not
permit any third party to take any action) on or through the Services that: (a) Infringes
any patent, trademark, trade secret, copyright, right of publicity or other
right of any other person or entity or violates any law or contractual duty; (b) You know
is false, misleading, untruthful or inaccurate; (c) Is
unlawful, threatening, abusive, harassing, defamatory, libellous, (d) deceptive,
fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or
profane; (e) Contains
software viruses or any other computer codes, files, or programs that are
designed or intended to disrupt, damage, limit or interfere with the proper
function of any software, hardware, or telecommunications equipment or to
damage or obtain unauthorized access to any system, data, password or other
information of M4trix Dev or any third party; (f) Impersonates
any person or entity, including any employee or representative of M4trix Dev.
20.3. Additionally, you agree that you will not:
(a) Take
any action that imposes or may impose (as determined by us in its sole
discretion) an unreasonable or disproportionately large load on our (or its third-party
providers’) infrastructure or the Services;
(b) Interfere
or attempt to interfere with the proper working of the Services or any
activities conducted using the Services;
(c) Bypass
any measures we may use to prevent or restrict access to the Services (or other
accounts, computer systems or networks connected to the Services);
(d) Run
Maillist, Listserv, any form of auto-responder or “spam” on the Services; or
(e) Use
manual or automated software, devices, or other processes to “crawl” or
“spider” any page of the Site;
(f) Disable
or remove any of the features or design on the Services.
20.4. You also agree not to (directly or indirectly):
(a) Decipher,
decompile, disassemble, reverse engineer or otherwise attempt to derive any
source code or underlying ideas or algorithms of any part of the Services,
except to the limited extent applicable laws specifically prohibit such
restriction,
(b) Modify,
translate, or otherwise create derivative works of any part of the Services, or
(c) Rent,
lease, distribute, or otherwise transfer any of the rights that you receive
hereunder, and that it, he, or she will, in the course of using the Services,
abide by all applicable local, state, national, and international laws and
regulations.
(d) Violate,
or encourage others to violate, these Terms or the referenced Privacy Notice,
or any other applicable M4trix Dev or third-party terms.
21. TRANSACTION
HISTORY
21.1. Except as required by law, you are solely
responsible for compiling and retaining permanent records of all transactions
and other data associated with your Substribe Account, your Stripe Account, your
Transaction History in either Services (Substribe or Stripe) and your use of
the Services.
22. GEOGRAPHIC
LOCATION
22.1. By registering for SubsTribe, you are confirming to
be either a legal resident, a citizen, or a business entity authorized to
conduct business in one of the countries in which Stripe operates.
23. LICENCE
23.1. We grant you a personal, limited, non-exclusive,
revocable, non-transferable license, without the right to sublicense, to
electronically access and use the Services solely to accept and receive
payments and to manage the funds you so receive. The Services include the
Substribe website, any software, programs, documentation, tools, internet-based
Services, components, and any updates (including software maintenance, Services
information, help content, bug fixes or maintenance releases) thereto provided
to you by us.
24. LINKS
TO OTHER WEBSITES
24.1. The Services may contain links to third party
websites or services that are not owned or controlled by us.
24.2. We have no control over, and assumes no
responsibility for the content, privacy policies, or practices of any third-party
websites or services. We do not warrant the offerings of any of these
entities/individuals or their websites.
24.3. You acknowledge and agree that we shall not be
responsible or liable, directly or indirectly, for any damage or loss caused or
alleged to be caused by or in connection with use of or reliance on any such
content, goods or services available on or through any such third-party
websites or services.
24.4. We strongly advise you to read the terms and
conditions and privacy policies of any third-party websites or services that you
visit.
25. DURATION
AND TERMINATION
25.1. This Term of Use is effective upon the date you agree
to it (by electronically indicating acceptance) and continues so long as you
use the Services or until terminated as provided in these Terms under
Clause 25.4.
25.2. You may terminate this Term of Use by requesting us
to close the account by writing at support@m4trixdev.com and providing
sufficient proof of authority to request deletion of the account.
25.3. We may terminate this Term of Use and close your
Account at any time for any reason stipulated in these Term
25.4.
Upon a material breach of the terms and
conditions of this Term of Use, the Party not in breach has the right to
terminate this Term of Use with immediate effect.
25.5. All clauses of this Term of Use which by their
nature should survive termination shall survive termination, including, without
limitation, accrued rights to payment, confidentiality obligations, warranty
disclaimers, and limitations of liability.
25.6. We specifically reserve the right to suspend or
terminate your access to our Platform, if we reasonably believe:
(a) you are in serious or repeated breach of these
terms (including a prolonged failure to settle any payment);
(b) you are using the Platform in a manner that
would cause a real risk of harm or loss to us, other users, or the public;
(c) we are requested to do so by government or
regulatory authorities or as required under applicable laws, regulations or legal
processes; or
(d) our provision of the Platform to you is no
longer possible or commercially viable.
In any of the above cases, we will notify you by email address
associated, with your account or at the next time you attempt to access your
account, unless we are prohibited from nothing by the law.
25.7. Upon termination of your access, these terms
will also terminate except for Clauses 27 to 38.
25.8. Where we consider necessary or appropriate, we
will report any breach of these terms (or the Acceptable Use Policy) to law
enforcement authorities, and we will cooperate with such authorities by
disclosing your identity and providing any information about you within our
systems to them
26. WARRANTY
AND DISCLAIMER
26.1. Each Party warrants that it has full power and
authority to enter into this Term of Use.
26.2. We warrant that it will use reasonable efforts
that are consistent with prevailing industry standards in providing the
Services.
26.3. We do not warrant that the Services and/or the
Software will be uninterrupted or error free, nor does it make any warranty as
to the results that may be obtained from use of the Services. The Services and
the Software are provided on an "as is" basis and we disclaim all
warranties, express or implied, including any implied warranties of
merchantability or fitness for any particular purpose and non-infringement.
26.4. We will use commercially reasonable efforts to
respond to any problems about the Services detected by us and/or reported by you.
We, however, does not guarantee that all problems can be fixed within any
specific timeframe.
27. LIMITATION
OF LIABILITY
27.1. Some countries or jurisdictions may not allow
the disclaimers in this clause, in which case these disclaimers will not apply
to you.
27.2. To the fullest extent permitted by law, we
(including our holding company(ies), subsidiaries, affiliates, directors,
officers, employees, agents, representatives, partners and licensors
(collectively, "Our Entities")) expressly limit our liabilities in
connection with or arising out of the provision of the Platform as follows:
(a) we provide the Platform and any products or
services we offer on an "as is" and "as available" basis,
and your access to or use of our Platform is at your own risk;
(b) we give no assurance, representation or warranty
of any kind (whether express or implied) about the Platform and any products or
services we provide;
(c) we do not guarantee that the information or
content you find on the Platform is always accurate, truthful, complete and
up-to-date;
(d) we expressly disclaim all warranties and
representations (for example, warranties of merchantability, fitness for a
particular purpose, and non-infringement);
(e) we are not responsible for any delay or
disruption in our Platform or any defect, viruses, bugs or errors; and
(f) we are not responsible for the conduct of or any
content or information submitted or posted by any user of the Platform (whether
online or offline).
27.3. To the fullest extent permitted by law, Our
Entities are not liable to you or others for:
(a) any indirect, incidental, special, exemplary,
consequential or punitive damages; or
(b) any loss of data, business, opportunities,
reputation, profits or revenues, relating to the use of our Platform or any
products or services we offer.
(c) any error or interruption of use or for any
inaccuracy or corruption of data, nor any cost of procurement of substitute
goods, services, or technology;
(d) any matters beyond our reasonable control.
27.4. We do not exclude or limit our liability to you
where it would be illegal to do so. This includes any of our liability for
fraud or making fraudulent misrepresentation in operating the Platform or
providing the products or services we offer.
27.5. If you are using the Platform as a consumer, in
some countries or jurisdictions you may have certain legal rights as a
consumer. In such cases, nothing in these terms limit your legal rights as a
consumer that may not be waived by contract.
27.6. Other than the types of liabilities that we
cannot limit by law, the liabilities of Our Entities to you (on aggregate) are
limited to the amount you have paid us (if any) for the use of our Platform or
for any products or services we offer over the last twelve (12) months.
28. YOUR REPRESENTATION
28.1. Our Platform is not intended for and may not be
used by minors. By using our Platform, you represent that you are an adult and
that you are able to legally enter into contractual agreements. If you are
using the Platform on behalf of an entity, by using the Platform you represent
that you have the necessary rights and authority to agree to these terms (and
our Privacy Policy, Acceptable Use Policy and other documents referred to
herein) on behalf of that entity.
29. INDEMNITY
29.1. You agrees to indemnify and hold us, Our
Entities
and (as applicable) any officers, directors, agents, and employees, harmless
from any claim or demand, including reasonable attorney’s fees, made by any
third party due to or arising out of his, her, or its user of the Services,
breach of this Term of Use (including any documents it incorporates by
reference); or a breach of any data processing or other agreement executed
between you and us or violation of any law, including without limitation
applicable data protection laws, or the rights of a third party.
29.2. This indemnification obligation is subject to You
receiving (i) prompt written notice of such claim (but in any event notice in
sufficient time for You to respond without prejudice); (ii) the exclusive right
to control and direct the investigation, defence, or settlement of such claim;
and (iii) all our necessary cooperation at yours expense. Notwithstanding the
foregoing sentence, (a) we may participate in the defence of any claim by
counsel of its own choosing, at its cost and expense and (b) You will not
settle any claim without our prior written consent, unless the settlement fully
and unconditionally releases us and does not require us to pay any amount, take
any action, or admit any liability.
29.3. You also agree to fully co-operate with us in the defence
or settlement of any claim in relation to or arising out of our Platform or
these terms.
30. FORCE MAJEURE
30.1. No party will be liable for delays in processing or
other non-performance caused by such events as fires, telecommunications
failures, utility failures, power failures, equipment failures, labour strife,
riots, war, terrorist attack, non-performance of our vendors or suppliers, acts
of God, or other causes over which the respective party has no reasonable
control, except that nothing in this section will affect or excuse your
liabilities and obligations to pay the Fees, including without limitation for
reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products
and Services.
31. NO GUARANTEE
31.1. We do not guarantee continuous, uninterrupted
access to the Services, and operation of the Services. At any time, the Services
may be interfered with by numerous factors inside and outside our control.
31.2. If any provision of this Term of Use is held
unenforceable, then such provision will be disregarded, and all remaining
provisions of this Term of Use shall remain in full force and effect.
32. WAIVER
32.1. No failure or delay by a Party to exercise any
right or remedy provided under this Agreement or by law shall constitute a
waiver of that or any other right or remedy, nor shall it prevent or restrict
the further exercise of that or any other right or remedy. No single or partial
exercise of such right or remedy shall prevent or restrict the further exercise
of that or any other right or remedy.
33. SEVERANCE
33.1. If any provision of this Term of Use is or become
invalid, illegal, or unenforceable, it shall be deemed modified to the minimum
extent necessary to make it valid, legal, and enforceable. If such modification
is not possible, the relevant provision shall be deemed deleted. Any
modification to or deletion of a provision under this clause shall not affect
the validity and enforceability of the rest of this Term of Use.
33.2. If any provision of this Term of Use is invalid,
illegal, or unenforceable, the Parties shall negotiate in good faith to amend
such provision so that, as amended, it is legal, valid, and enforceable, and,
to the greatest extent possible, achieves the intended commercial result of the
original provision.
34. NOTICES
34.1. All notices required or permitted by this
Term of Use shall be in writing and in the English language and shall be sent to
the recipient by hand, by courier, by registered post, by fax, or by email at
its address set out above (or such other address as notified by the recipient
to other parties from time to time), or as otherwise directed by the recipient
by notice given in accordance with this clause.
34.2. Notices shall be deemed to have been duly given
and received:
(a) if delivered by hand or sent by courier, notice
will be deemed given on the date of receipt;
(b) if sent by registered post to an address in the
same country, on the second (2nd) business day after posting; or if sent to an
address not in the same country, on the fifth (5th) business day after posting;
(c) if sent by fax, upon issue of a report
confirming successful transmission to the sender: or
(d) if sent by email, one (1) hour after the email
is sent (unless a return email is received by the sender within that period
stating that the addressee's email address is wrong or that the message cannot
be delivered).
35. ENTIRE
AGREEMENT
35.1. These terms constitute the entire agreement
between any user and us in relation to the use of or any transactions on the
Platform. These terms supersede and extinguish all other agreements, promises,
assurances, warranties, representations and understandings between any user and
us, whether written or oral, in relation to the use of or any transactions on
the Platform.
35.2. You acknowledge that you will have no remedies
in respect of any statement, representation, assurance or warranty (whether
made innocently or negligently) that is not set out in these terms.
36. OTHER
IMPORTANT TERMS
36.1. We may transfer our rights and obligations under
these terms to another organisation. We will contact you to let you know if we
plan to do this. If you do not wish to continue the contract with the
transferee, you may contact us to end the contract within one (1) calendar
month of us informing you of the proposed transfer and we will refund you any
payments you have made in advance for any products not provided.
36.2. You may only transfer your rights or your
obligations under these terms to another person if we agree to this in writing.
36.3. If a court finds part of this contract illegal,
the rest will continue in force. Each of the paragraphs of these terms operates
separately. If any court or relevant authority decides that any of them are
unlawful, the remaining paragraphs will remain in full force and effect.
36.4. Even if we delay in enforcing this contract, we
can still enforce it later. If we do not insist immediately that you do
anything you are required to do under these terms, or if we delay in taking
steps against you in respect of your breaking this contract, 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. For example, if you miss a payment and we do not
chase you, but we continue to provide the products, we can still require you to
make the payment at a later date.
37. GOVERNING
LAW
37.1. This Term of Use 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 laws of England and Wales.
38. DISPUTE
RESOLUTION
38.1. Any dispute arising out of or in connection with
this Term of Use, including any question regarding its existence, validity or
termination, shall be referred to and finally resolved by arbitration under the
London Court of International Arbitration Rules, which Rules are deemed to be
incorporated by reference into this clause.
38.2. The seat, or legal place, of arbitration shall
be London.
38.3. The tribunal shall consist of one (1)
arbitrator.
38.4. The arbitration proceedings shall be conducted
in English.
ACCEPTABLE
USE POLICY
As part of the terms of use, you agree not to misuse the
Platform or help anyone else to do so. For example, you agree not to do any of
the following in connection with the Platform:
(a) use our Platform for unlawful or unauthorised
purposes;
(b) re-sell or attempt to benefit in a commercial
fashion from any data, content or information available on the Platform;
(c) probe, scan, or test the vulnerability of any
system or network;
(d) breach or otherwise circumvent any security or
authentication measures or service use limits;
(e) access, tamper with, or use non-public areas or
parts of the Platform;
(f) interfere with or disrupt any user, host, or
network, for example by sending a virus, trojan, worm, logic bomb, or any other
material that is malicious or technologically harmful, overloading, flooding,
spamming, or mail-bombing any part of the Platform, or by scripting the
creation of any content in such manner as to interfere with or create an undue
burden on the Platform;
(g) reverse engineer, decompile, disassemble,
decipher or otherwise attempt to derive the source code for the Platform or any
related technology that is not open source;
(h) access, search, or create accounts for the
Platform by any means (automated or otherwise) other than our publicly
supported interfaces (for example, "scraping" or creating accounts in
bulk) or attempt to do so;
(i) send unsolicited communications, promotions or
advertisements, or spam;
(j) forge any TCP/IP packet header or any part of
the header information in any email; (k) send altered, deceptive, r false
source-identifying information, including "spoofing" or “phishing” (l) conduct surveys, contests, or pyramid schemes,
or promote or advertise products or services without appropriate authorisation;
(m) abuse referrals or promotions;
(n) post, publish, upload, display, distribute, or
share materials that are unlawful, inappropriate, profane, pornographic,
obscene, indecent, libellous, defamatory, abusive, or knowingly false, and/or
that infringe intellectual property rights;
(o) violate the letter or spirit of our terms of
use;
(p) violate applicable laws or regulations in any
way; or
(q) violate the privacy or infringe the rights of
others.
Last updated: 22nd November 2021