(applicable only to M4trix Dev's customers who want to promote their business in 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.
2.1. 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.
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 firstname.lastname@example.org.
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.
6.1. 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).
7.2. 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
11.2. 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.
15.7. 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.
16.1. 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
20.2. 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.
23.1. 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 email@example.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
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.
32.1. 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.
33.1. 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.
34.1. 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
(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;
(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