Terms of Subscription
Thankyou for using Squares.moda We are sSquares Limited, a company registered in England and Wales under company number 08337427 and with our registered office at Worlds End Studios, 134 Lots Road, CHELSEA, LONDON, SW100RJ, U.K. (“we/our/us”).
1. Using Squares.moda
WHO CAN USE SQUARES.MODA: You may use our Products only if you can form a binding contract with Squares.moda, and only in compliance with these Terms and all applicable laws. When you create your Squares.moda account, you must provide us with accurate and complete information. Any use or access by anyone under the age of 13 is prohibited. If you open an account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms and bind the entity to these Terms, and that you agree to these Terms on the entity’s behalf. Some of our Products may be software that is downloaded to your computer, phone, tablet, or other device. You agree that we may automatically upgrade those Products, and these Terms will apply to such upgrades.
OUR LICENCE TO YOU: Subject to these Terms and our policies (including our Acceptable Usage Policy), we grant you a limited, non-exclusive, non-transferable, and revocable license to use our Products.
2. Your Content
POSTING YOUR CONTENT: Squares.moda allows you to post content, including photos, comments, links, and other materials. Anything that you post or otherwise make available on our Products is referred to as “User Content.” You retain all rights in, and are solely responsible for, the User Content you post to Squares.moda.
HOW SQUARES.MODA AND OTHERS CAN USE YOUR ACCOUNT: You grant Squares.moda and its users a non-exclusive, royalty-free, transferable, sublicensable, worldwide license to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute your User Content on Squares.moda solely for the purposes of operating, developing, providing, and using the Products. Nothing in these Terms shall restrict other legal rights Squares.moda may have to User Content, for example under other licenses. We reserve the right to remove or modify User Content for any reason, including User Content that we believe violates these Terms or our policies.
HOW LONG WE CAN KEEP YOUR CONTENT: Following termination or deactivation of your account, or if you remove any User Content from Squares.moda, we may retain your User Content for a commercially reasonable period of time for backup, archival, or audit purposes. Furthermore, Squares.moda and its users may retain and continue to use, store, display, reproduce, re-pin, modify, create derivative works, perform, and distribute any of your User Content that other users have stored or shared through Squares.moda.
YOUR RESPONSIBILITY FOR YOUR CONTENT: To Squares.moda and our community: Squares.moda provides a creative and positive place for you and other users to discover and share things they love. You shall not post User Content that violates or encourages any conduct that violates laws or regulations, including but not limited to laws or regulations applicable to your line of business and laws or regulations applicable to advertising. You are responsible for User Content and any third-party content posted on your editorial pages subscribed, and you represent and warrant that User Content and any third-party content posted on your editorial pages comply with all applicable laws and regulations. Except as expressly provided in these Terms, you agree not to use, modify, reproduce, distribute, sell, license, or otherwise use our Products without our permission.
Squares.moda respects the rights of third party creators and content owners, and expects you to do the same. You therefore agree that any User Content and Editorial content that you post to Squares.moda does not and will not violate any law or infringe the rights of any third party.
FEEDBACK YOU PROVIDE: We value hearing from our users, and are always interested in learning about ways we can make Squares.moda more awesome. If you choose to submit comments, ideas or feedback, you agree that we are free to use them without any restriction or compensation to you. By accepting your submission, Squares.moda does not waive any rights to use similar or related Feedback previously known to Squares.moda, or developed by its employees, or obtained from sources other than you.
3. Tools for Site Owners
SITE FEATURES: We offer products that web sites and developers can use to offer Squares.moda features and functionality to their users (e.g., the “link back” buttons) (“Site Features”). You agree to use Site Features only as documented by Squares.moda, and in compliance with our policies and branding guidelines. You may not place Site Features on a site or service with content that would violate these Terms if displayed on our Products. You also agree that the Squares.moda features and functionality provided by our Site Features will be provided solely by our Site Features, except as otherwise authorized by Squares.moda.
4. Copyright Policy
Squares.moda has adopted and implemented the Squares.moda Copyright Policy in accordance with the Digital Millennium Copyright Act. For more information, please read our Copyright and Trademark Policy
We care about the security of our users. While we work to protect the security of your content and account, Squares.moda cannot guarantee that unauthorized third parties will not be able to defeat our security measures. Please notify us immediately of any compromise or unauthorized use of your account. For accounts created on behalf of a company, organization, or other entity, you are responsible for ensuring that only authorized individuals have access to the account.
6. Third-party Links, Sites and Services
Our Products may contain links to third-party websites, advertisers, services, special offers, or other events or activities that are not owned or controlled by Squares.moda. We do not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access any third party website, service, or content from Squares.moda, you do so at your own risk and you agree that Squares.moda will have no liability arising from your use of or access to any third-party website, service, or content.
Squares.moda may terminate or suspend this license at any time, with our without cause or notice to you. Upon termination, you continue to be bound by Sections 2, 3(b), and 7-13 of these Terms.
You agree to indemnify and hold harmless Squares.moda and its officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits or proceedings brought by third parties), in any way related to (a) your access to or use of our Products, (b) your User Content, or (c) your breach of any of these Terms.
The Products and all included content are provided on an “as is” basis without warranty of any kind, whether express or implied.
SQUARES.MODA SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
Squares.moda takes no responsibility and assumes no liability for any User Content that you or any other user or third party posts or transmits using our Products. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.
10. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SQUARES.MODA SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE PRODUCTS; (B) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE PRODUCTS, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; OR (C) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL SQUARES.MODA’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE PRODUCTS EXCEED THE GREATER THAN THE AMOUNTS PAID BY YOU TO SQUARES.MODA FOR THE PAST THREE MONTHS FOR THE PRODUCTS.
For any dispute you have with Squares.moda, you agree to first contact us and attempt to resolve the dispute with us informally. If Squares.moda has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute, or controversy (excluding claims for injunctive or other equitable relief) arising out of or in connection with or relating to these Terms by binding arbitration in the United Kingdom. Unless you and Squares.moda agree otherwise, the arbitration will be conducted in the United Kingdom. Each party will be responsible for paying any filing, administrative and arbitrator fees in accordance with AAA rules, except that Squares.moda will pay for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $25,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). The award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND SQUARES.MODA ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
12. Governing Law and Jurisdiction
These Terms shall be governed by the laws of the United Kingdom, without respect to its conflict of laws principles.
Our Products are controlled and operated from the United Kingdom, and we make no representations that they are appropriate or available for use in other locations.
13. Notification Procedures and Changes to these Terms
Squares.moda reserves the right to determine the form and means of providing notifications to you, and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you. By continuing to access or use the Products after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Products.
14. Entire Agreement/Severability.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Squares.moda without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
16. No Waiver
No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and Squares.moda failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.
The legal terms and conditions on which we sell the Services (“Terms”) are made up of:
2) the general terms and conditions applicable to all Services, which are set out below (“General Terms”);
3) the terms and conditions specific to each individual Service, available by clicking on the appropriate hyperlink or by scrolling down to the end of these General Terms (“Service Terms”); and
4) any other policies, documents or pages that are referred to in either the General Terms or the Service Terms (“Additional Terms”).
Once you order Services from us and we confirm your order, both we and you (on your own behalf and on behalf of the business you represent (if any)) will have to comply with the Terms. Please read the Terms carefully and make sure that you understand them, before ordering any Services from us. We strongly recommend that you read the General Terms and all Service Terms and Additional Terms that apply to the Services that you want to buy.
You will need to accept the Terms before you order our Services. If you do not accept the Terms, you will not be able to order any Services from us. You should print a copy of the Terms, or save them to your computer, for future reference.
When the following words with capital letters are used in the Terms, this is what they mean:
“Agreement” means the Service Description, the Service Pricing, the Confirmation of Order and the Terms.
“Beta Services” has the meaning given in paragraph 14(a).
“Confirmation of Order” means the document, webpage or electronic communication that we issue to you to confirm our acceptance of your Order.
“Content” means any and all textual, graphical, visual and audio content including text, code, graphics, images, logos, photographs, sounds, music, video, animation, characterization, URLs, trademarks, data, media and other content in any form.
“Domain Name” means an internet domain name that is registered through a Registry.
“Event Outside Our Control” means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, epidemic or other natural disaster, or failure of public or private telecommunications networks.
“Fees” means the fees payable by you for the Services, which are described in the Subscription Pricing.
“ICANN” means the Internet Corporation for Assigned Names and Numbers.
“Intellectual Property Rights” means all (a) copyrights, patents, rights in trademarks, design rights, database rights, rights in know-how, trade secrets, service marks, domain names and rights in confidential information (whether registered or unregistered); (b) applications for registration, and the right to apply for registration, renewal, extension, division or reissue, for any of the rights listed in (a); and (c) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
“Squares.moda Product” means a combination of Services which can be bought together from us either via our Websites or with the help of our telesales or premise sales team.
“Laws” means laws, regulations, rules, orders, codes of practice or other requirements of governmental or regulatory bodies with authority existing anywhere in the world.
“Minimum Term” has the meaning given in paragraph 3(b).
“Monthly Budget” means the monthly budget for the Services that may be selected by you from time to time and which is described in the Service Pricing.
“Order” means your order for the Services (including a request to use Trial Service, Promotional Services or Free Services) which typically may be placed online via the Websites or our electronic contracting portal.
“Our Content” means all Content that we create, publish or otherwise use in connection with providing the Services, including any Content that we create on your behalf or license from third parties.
“Our Data” means any and all data relating to the Services or their use by you or anyone else, including data about the transactions processed through your use of the Services and any other data identified as “Our Data” in the Service Terms.
“Our Representatives” means our affiliates and any employee, partner, agent, contractor, service provider, licensor or other representative of us or of our affiliates.
“Personal Data” means any data which is about a person who is or may, using reasonable measures, be identified from that data.
“Register” means a Domain Name register, which is managed by a Registry, which lists Domain Names along with registered owner details.
“Registry” means any of the Domain Name registries or registrars, which is run under the rules of ICANN. For the purposes of the Terms, any Registry shall be treated as one of Our Representatives.
“Service Description” means the description of a Service made available by us (including via our Websites) from time to time.
“Service Month” has the meaning given in paragraph 3(b).
“Service Pricing” means the pricing information for a Service made available by us (including via our Websites) from time to time.
“Start Date” has the meaning given under paragraph 3(a).
“Transaction Data” means the order and shipping information that we give or show you in connection with the sale of your own products and services and any other data or information we or Our Representatives give you or you get from us or Our Representatives in connection with the sale of your products or services or the submission of appointment requests for your services.
“Trial Services” has the meaning given in paragraph 13(a).
“You” and “you” means both the individual entering into the Agreement and the business (if any) on whose behalf the individual is entering into the Agreement and the terms “Your” and “your” shall be construed accordingly.
“Your Content” means all Content that you or your employees, agents and contractors create, upload, publish or otherwise provide or use in connection with your use of the Services.
“Sales Country” the United Kingdom if you place an Order with the help of our sales representative or use Our UK Website.
“Your Data” means any data that you give to us or let us access about you, your business, your actual or prospective customers or the products and services that you sell and any other data identified as “Your Data” in the Service Terms, but excluding Our Data.
“Your Taxes” means any and all value added, sales, use, excise, import, export and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement or the offer or sale of the goods and services that you advertise or sell through, or in connection with, the Services.
2. How the Contract is Made between You and Us
(a) Please take the time to read and check your Order before you submit it to us.
(b) Your Order will not be accepted until we issue you with a Confirmation of Order Activation. Once we issue you with a Confirmation of Order Activation, the Agreement between us will be made. If you have placed an order for the Services with the help of our telesales team then once we provide you with the Confirmation of Order Activation and the contract has commenced, you still have a cancellation right under paragraph 21(c).
(c) If we are unable to supply you with a Service, for example because that Service is no longer available, we will inform you of this by email and we will not process your Order. If you have already paid for the Services, we will refund you the full amount as soon as possible.
(d) Some of our Services give you the option to upgrade or downgrade to a different version of that Service. If you want to upgrade or downgrade any Service that you have bought from us, you will need to follow the instructions in the relevant Services Terms. This also applies where we give you the option to upgrade from a Trial Service or Free Service to a full version of that Service. Please note that we do not offer upgrades and downgrades for all of our Services. We will try to make your upgrade or downgrade effective as soon as possible, but you agree that this may not happen until the start of a future Service Month.
(e) If any of the various parts of the Agreement is inconsistent with any of the other parts of the Agreement, the following order of priority will apply: (i) Confirmation of Order; (ii) Service Terms; (iii) General Terms; (iv) Additional Terms; (v) Service Description; and (vi) Service Pricing.
3. Contract Term
(a) The Agreement will begin on the date that we send the Confirmation of Order Activation (“Start Date”).
(b) If there is a minimum term requirement for a Service, this will be set out in the Service Terms and will be confirmed to you in the Confirmation of Order Activation (“Minimum Term”). The Agreement will otherwise continue on a month-to-month basis from the Start Date (or from the end of the Minimum Term, if applicable) until cancelled by us or you. Each of these monthly periods will be known as a “Service Month”. By way of example, if the Start Date were 5 January, the first Service Month would run from 5 January to 4 February and the second Service Month would run from 5 February to 4 March. Two service terms are for a 12 month service term.
4. Our Services
(a) In return for the Fees, we will provide you with access to and use of the Services that you have bought.
(b) We try to perform the Services as described in the corresponding Service Descriptions.
(c) You agree that we may change how Your Content looks, “feels” or is formatted if we think this is necessary or more convenient for us to provide the Services.
(d) Some of our Services rely on third parties, for example Google™ or Facebook™, to do certain things. You acknowledge that (i) we may not be able to provide a particular Service feature where you do not meet criteria set down by a relevant third party; (ii) we do not have any control or exercise influence over the third party’s own services; and (iii) a third party’s service may stop or change from time to time. You acknowledge that these are Events Outside Our Control and that neither we, nor Our Representatives, will be responsible for any impact these events may have.
(e) Some of our Services give you the option to use third party tools or Content, for example Google Maps™. You agree that this use is subject to the terms and conditions of those third parties and that we are not responsible for the performance or non-performance of any third party tools or Content.
(f) Where a Service feature involves setting up an account or setting up or administering a page or pages on a third party website, you acknowledge that: (i) where necessary, we are authorised to set up an account on your behalf; (ii) we are authorised to administer the account, page or pages on your behalf; and (ii) you are authorised and grant us permission to display all Content on the pages or account.
5. Customer Contact
(a) You can contact our customer support team by simply clicking on the “Contact Us” section in the footer of any of our Websites. Alternatively you can email, telephone or write to us using the contact details we put on our Websites or in correspondence to you. If we can’t answer your question, we may pass you on to a third party expert who will try to resolve it.
(b) If we need to contact you, we will do so by email, telephone or post.
6. Changes to the services of terms
(a) We may make changes to the Terms from time to time. If we change the Terms, we will let you know, either by email or when you next log in to the Services.
(b) We are always working to improve the Services and may change the Services or stop providing parts of the Services from time to time. This may be for a number of reasons, for example where changes are necessary because of a change in Laws or are desirable to keep up with developments in technology, or where things happen that make it unwise or difficult to continue to provide a Service in its current form. In the unlikely event that we think that the change is likely to have a serious detrimental effect on you or the business you represent, we will tell you about the change either by email or when you next log into the Services.
(c) When we notify you of a change to the Terms or the Services, the change will take effect not until at least 14 days after the date we notified you of the change. If you are not happy with the change, you can cancel the Services by following the procedure in paragraph 21(a). If you don’t cancel the Services, we will assume that you are happy with the change.
7. Use of our websites
(a) Your use of our Websites is governed by the applicable Conditions of Use (you’ll find a link to these in the footer of each of our Websites). Please take the time to read these, as they include important terms which apply to you.
(b) We may investigate your online activities, account and any order you place with us for click-fraud or other invalid click activity. You must provide us with reasonable assistance in these investigations if we ask for it.
8. Fees and Subscription Prices
(a) For all Services we will charge you by way of Subscription Price for a Monthly, 12 month, or 60 day Budget. The Service Pricing for each Service confirms how we charge for that Service. Fees and Budgets will be chargeable from the Start Date.
(b) We may use your information to obtain credit reports about you from time to time and you agree we can do this. This may include us passing your Personal Data, including your payment details, to credit reference agencies and these agencies may keep a record of any search that they carry out on our behalf.
(i) The Fees will be as quoted in the Service Pricing from time to time in the applicable currency. We may change the Fees for the Services from time to time.
(ii) The Service Pricing will explain whether the Fees that you are to pay for the Services are one-off Fees, recurring Fees (for example, monthly, annual, etc.), transaction-based service Fees or some other kind of fees.
(iii) The Fees for a Service exclude all applicable sales taxes and other taxes which will be added on to the Fees.
(i) The Subscription Fee includes our charges for the Services.
(ii) We will try to provide Services up to but not more than the value of your Subscription Fee in any Service Month.
(iii) If a Service is charged on a cost-per-click (“CPC”) or cost-per-thousand-impressions (“CPM”) basis, the number of clicks or impressions shall be exclusively calculated by us. Unless there is an obvious mistake on our part, you acknowledge and agree that click and impression statistics provided by us are the official, definitive measurement of activity and that no other measurements or usage statistics (including those of a third party or your own) will be accepted by us. We will try to meet any CPC or CPM targets listed in the Service Description, but you agree that these are only targets and are not guaranteed.
(iv) The Subscription Fee excludes all applicable sales taxes and other taxes which will be added on to final invoice.
9. How to pay
(a) When you submit your Order, you must provide us with the payment information that we request, which may include:
(i) details for a valid credit card from a card scheme acceptable to us;
(ii) details for a valid bank account in Your Country; or
(iii) details for a valid PayPal account.
(b) You must keep your credit card, bank account or PayPal account information up to date at all times during the term of the Agreement.
(c) If you choose to pay by Bank Transfer you will be issued with a pro-forma invoice. On receipt of your bank transfer you will be issued with a final invoice and then our administrative team will start the process of activating your subscription order once payment is received.
10. Service Availability and Security
(a) You understand and acknowledge that the Services are not intended to be error free and that from time to time the Services may contain mistakes, be unavailable or may not be fully functional. This may be as a result of planned or required maintenance, repairs or updates, equipment failures, high volumes of internet traffic, interruption of telecommunications or digital transmissions links, network or system errors or many other factors.
(b) We will try to minimise any disruption to your use of the Services, however, we do not promise that any Service will be provided on a continuous and uninterrupted basis, or that we will be able to correct any error that occurs in the Services. We will not be not liable for any interruptions to the Service availability or functionality, whether caused by an Event Outside Our Control or by anything else.
(c) You should notify us if you notice any problems with the availability or functioning of the Services so that we can try to fix these problems.
(d) We may temporarily suspend any Service at any time if:
(i) we believe this is necessary in order to carry out essential maintenance;
(ii) we believe this is necessary in order to prevent or respond to hacking attempts, service attacks or other similar activities directed at our systems, or to deal with any other emergency technical issue;
(iii) we have reason to believe that you are no longer using the Services or that the password and access codes we have provided to you are being misused, for example, where you fail to respond to emails from us or Our Representatives regarding your contact information; or
(iv) this suspension is required by a third party with authority, including any of Our Representatives, ICANN and judicial, regulatory or governmental bodies.
(e) Although all information transmitted to us is stored in operating environments which we believe are within industry standards for security, you acknowledge and agree that no data stored on or transmitted over the internet can be guaranteed to be 100% secure. We are not responsible for any security breach or any interception or interruption of Your Content, Your Data or any communications that you send through your use of the Services.
(f) You are responsible for securing and backing up Your Content and Your Data.
11. Your Use of the Services
How you may use the Services
(a) You and any employees, agents or contractors who you authorise, are allowed to access and use the Services for your normal, internal, business activities for the term of the Agreement. Please note that you are not allowed to resell the Services or give them away or to transfer your rights or any Agreement to a third party.
(b) You are responsible for arranging your online access to the Services and for paying any relevant fees, for example, to your broadband supplier. You are also responsible for having all the necessary equipment for accessing the Service.
(c) You will provide us with Your Content and Your Data when we request it.
(d) You will only use the Services in compliance with applicable Laws and you agree not to ask a third party to do anything on your behalf that does not comply with applicable Laws. This will include complying with all Laws that apply to your business, any local Laws that apply in the countries in which you access and use the Services, and any Laws relating to the marketing, advertising or sale of the goods and services you offer (and in particular any Laws relating to online marketing, advertising or sales).
(e) If a Service relies on third parties, for example Google™ or Facebook™, you may be required to comply with that third party’s rules or guidelines when you use that Service. For Services that include email and mailbox features, you must comply with the “Open SRS Acceptable Use Policy for Email”.
(f) If we think your use of the Services is excessive, we will tell you. If you don’t reduce your usage, we may suspend or cancel your access to the Services. We may also set limits on your use of the Services, for example, a maximum number or maximum size of emails sent or received over the Service.
(g) You will meet all written security or network access requirements that we provide to and you will not disclose any passwords or access codes that we give you, except where this is needed for your authorised employees, agents and contractors to access and use the Services on your behalf and you are responsible for actions taken when your logon details are used.
(h) You will notify us immediately if you become aware of any unauthorised use of passwords or access codes that we give you or any other breach of security that could affect us or the Services.
(i) You are responsible for the remittance, calculation and collection of Your Taxes. You acknowledge that we have no responsibility for Your Taxes and we recommend that you seek independent advice from a tax professional.
(j) You understand and agree that we do not, in any circumstances, approve or endorse any product or service that you may market or sell through your use of the Services or Your Content.
(k) Where the Services require action by you, for example to carry out file clearing or maintenance, you will do what’s needed for the upkeep of these Services.
(l) You are responsible for all use of the Services by you and your employees, agents and contractors. We will not, in any circumstances, be liable to you or any third party for any damage that is caused, or any loss that is suffered, as a result of the use of the Services by you or your employees, agents and contractors.
(m) We may provide the users of our Services with tools which allow them to rate you or the goods and services that you provide through your use of the Services, to provide feedback or to ask you questions.
Ways in which you may not use the Services
(o) Unless paragraph 11(p) applies, you will not:
(i) tamper with, update, change or gain unauthorised access to any part of any of our Services or the software or systems that we use to run the Services;
(ii) use any automated means to monitor or copy the Services or Our Content, or to interfere with or attempt to interfere with how the Services work;
(iii) modify, edit, reverse assemble, reverse engineer, decompile, distribute or display any part of our Services or make other works based on any part of our Services.
(iv) use the Services to store or transmit viruses, bugs, Trojans and other forms of computer programming malware;
(v) interfere with or disrupt the performance of the Services or any third party data;
(vi) attempt in any way to test, circumvent or breach the security of any part of our Services;
(vii) copy, republish, download, change, display or distribute any part of Our Content, in any form or by any means;
(viii) disable any licensing or control features of the Services or in any way interfere with features which place limitations on the use of the Services;
(ix) remove, obscure, or alter any notice of copyright, trade mark or other mark or wording relating to ownership rights, which is contained in Our Content or any aspect of the Services;
(x) use the Services in any way which may be considered deceptive, misleading or unethical or which might harm us, Our Representatives or the general public
(xi) use the Services in any way that is not allowed under the Agreement;
(xii) access the Services through any means other than those which we tell you are acceptable;
(xiii) use the Services in a way that interferes with their normal operation or that consumes a disproportionate share of their resources;
(xiv) use the Services to collect or use email addresses, screen names, other identifiers or information;
(xv) use the Services to use an internet account or computer without the owner's authorisation;
(xvi) use the Services to monitor data or traffic on any network or system;
(xvii) use the Services to distribute software that covertly gathers or transmits information about a user; or
(xviii) sub-license, assign, rent or resell the Services to any third party.
(p) You are permitted to carry out any of the actions set out in paragraph 11(o) to the extent that:
(i) you have a right to do so under relevant Laws and this right cannot lawfully be excluded by a contract;
(ii) we have granted you a right to do so under the Agreement; or
(iii) we have authorised you to do so in writing.
Your promises to us
(q) You confirm that you have (and will maintain for the term of the Agreement) all the necessary permissions, licences and consents (in all relevant countries) to allow you to use Your Content and Your Data in connection with the Services. You will provide evidence of the necessary permissions, licences and consents if requested by us.
(r) You confirm that Your Content and Your Data:
(i) are true, accurate, complete and kept up to date;
(ii) are in a format approved by us;
(iii) do not infringe or assist in the infringement of any Intellectual Property Rights or other rights belonging to a third party;
(v) interfere with or disrupt the performance of the Services or any third party data;
(iv) are not defamatory, libellous, fraudulent, malicious, slanderous, obscene, harmful, threatening, harassing, discriminatory, racially or ethnically offensive or otherwise inappropriate or unlawful;
(v) have not been altered in order to disguise where they came from;
(vi) do not contain sexually explicit images or promote unlawful violence;
(vii) are free of viruses, bugs, Trojans and other forms of computer programming malware that may potentially damage, interfere with or intercept our systems or any data contained within those systems;
(viii) do not create a risk to the safety or health of any person or the public, or interfere with an investigation by law enforcement; and
(xi) use the Services in any way that is not allowed under the Agreement;
(ix) comply with our Copyright and Trademark Policy.
(s) You acknowledge that we are not under a duty to publish any of Your Content or Your Data. We may remove, reject or delete any of Your Content or Your Data for any reason. Without limiting our rights under paragraph 17, we may also change any of Your Content or Your Data if we consider it does not comply with paragraph 11(r), although we are not required to do this.
(t) You acknowledge and accept that you are responsible for Your Content and Your Data and any use that is made of them by any third party
(u) You will not disparage us, Our Representatives or our Services, or any user of our Services.
(v) You will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees, costs and expenses that we or they suffer (including any claims brought against us or them by third parties) as a result of you not following any part of this paragraph 11.
12. Account Names
(a) If your preferred choice of link-back account name is not available, we will give you the option to select an alternative link-back Account Name. If your preferred Account Name becomes unavailable between checkout and registration we will advise you of this and provide you again with the option to select an alternative Account Name.
(b) We do not give any guarantee that any of your preferred Account Names are available or are able to be registered.
13. Trial Services
(a) This paragraph 13 applies where we give you a trial of any of the Services ("Trial Services").
(b) We may provide trial Services for the time period specified in the Service Terms (“Trial Period”) free of charge.
(c) The Service Description for each Trial Service sets out additional terms that apply to that Trial Service.
(d) The Trial Services will be automatically cancelled at the end of the Trial Period. If you want the service to continue after the end of the Trial Period, you will have the option to place an Order for a Service of the same Service category. Some of the basic options for the Services you might order may be Free Services.
(e) Trial Services are not transferable and no cash alternative will be provided. We reserve the right to change or withdraw the Trial Services at any time and we will not be liable to you in these circumstances.
(f) In return for receiving the Trial Services, you agree to take part in email or telephone feedback and market research surveys from time to time during the Trial Period, and for 6 months after the end of the Trial Period. We are entitled to use your feedback in our advertising, promotions and sales and marketing materials.
(g) All the provisions of the Terms will apply to the Trial Services in the same way as they apply to the Services except that paragraphs 4(b), 8 and 9 of these General Terms will not apply to the Trial Services.
14. Beta Services
(a) This paragraph 14 applies where we provide you with a “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or similar version of any of the Services ("Beta Services") for a period of time ("Beta Use Period"). The term “Beta Services” will also include any Service or any feature of any Service that is identified as “Beta”, “Alpha”, “Experimental”, “Pilot”, “Evaluation”, “Pre-release”, “Unsupported” or anything similar.
(b) The Beta Services are provided "as is" and we do not make any promises of any kind in relation to them. We do not promise that the Beta Services will be free from faults or defects and we will not be liable for any loss of, or corruption to, Your Data that may happen due to your use of a Beta Service. You agree that your use of the Beta Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Beta Services. If any representations or guarantees apply to the Beta Services by law, we exclude those as far as it is within our rights to do so.
(c) We reserve the right to change or withdraw the Beta Services at any time and we will not be liable to you in these circumstances.
(d) All the provisions of the Terms will apply to the Beta Services in the same way as they apply to the Services except that paragraph 4(b) of these General Terms will not apply to the Beta Services.
15. Free Services
(a) This paragraph applies where we provide you with Services free of charge which are not Trial Services or Beta Services ( “ Free Services”).
(b) The Service Description for each Free Service sets out additional terms that apply to that Free Service.
(c) All Free Services are provided "as is" and we do not make any promises of any kind in relation to them. We do not promise that Free Services will be free from faults or defects and we will not be liable for any loss of, or corruption to, Your Data that may happen due to your use of a Free Service. You agree that your use of Free Services is at your own risk and that you have sole responsibility for protecting Your Data and Your Content when making any use of the Free Services. If any representations or guarantees apply to Free Services by law, we exclude those as far as it is within our rights to do so.
(d) We reserve the right to change or withdraw Free Services at any time and we will not be liable to you in these circumstances.
(e) All the provisions of the Terms will apply to the Free Services in the same way as they apply to the Services except that paragraph 4(b), 8 and 9 of these General Terms will not apply to Free Services.
(f) In return for receiving the Free Services, you agree to take part in email or telephone feedback and market research surveys from time to time while you are receiving the Free Services, and for 6 months afterwards. We are entitled to use your feedback in our advertising, promotions and sales and marketing materials
16. Intellectual Property Rights
(a) We are the sole owners of, or we otherwise have a legal right to use, all Intellectual Property Rights in the Services (including all Intellectual Property Rights in our software, Our Content and in any other products or materials created by or for us in connection with the Services). You agree that we may collect information about your use of the Services and your customer’s interaction with the Services. Where we combine this information (in a way that ensures that you cannot be identified) with similar information collected from other users of our Services, we will be the sole owner of this information.
(b) Unless paragraph 21(e) applies, on cancellation of the Service, we grant you a non-exclusive, worldwide and perpetual right to use, copy, store, modify and publish any written copy that we have created for You as part of the Services.
(c) You confirm that you are the sole owner of, or otherwise have a legal right to use, all Intellectual Property Rights in Your Content. If we think that the Intellectual Property Rights in any of Your Content belong to a third party, we may tell the third party that you intend to use these Intellectual Property Rights and you agree to us doing so.
17. Rights Granted by You to Us
(a) You grant to us a worldwide, non-exclusive, sub-licensable and permanent right to access, use, copy, store, modify and publish Your Content and Your Data, on our Websites or through any other form of media, for any purpose in connection with the Services or the Agreement, for our own marketing, research and promotional activities (including sharing Your Content and Your Data with selected third party social media and networking sites) and for the internal business purposes of us and Our Representatives, except where this is in any way restricted by any term of the Agreement or by any applicable Laws.
(b) We may transfer the rights granted to us under this paragraph 17 to another organisation.
18. Data Policy
(a) You will own all rights in Your Data and you are solely responsible for ensuring the legality, reliability, integrity, accuracy and quality of Your Data.
(b) You will make sure that all use of the Services by you, or your employees, agents and contractors, will meet all relevant data protection and privacy Laws.
(a) As a result of entering into the Agreement, you may get access to, information about us which is not known publically (“Confidential Information”). You must keep this secret and you are not allowed to share it with any third party or allow any third party to look at it, and you must make sure that your employees, agents and subcontractors, meet these rules too.
(b) You must make sure that our Confidential Information is only used by people who need it in order to carry out duties they may have in connection with the Agreement.
(c) This paragraph 19 will not prevent you sharing information which is already known generally to the public, known to you outside of the Agreement.
(d) If you become aware of any actual or threatened unauthorised use or sharing of any of our Confidential Information, you must tell us as soon as possible.
20. Our Liability to you
(a) There is no limit under the Agreement to what we or any of Our Representatives will be liable for if we have committed fraud or if someone dies or is injured because of something we have or have not done.
(b) Except for the matters set out in paragraph 20(a), neither we nor any of Our Representatives will, in any circumstances, be responsible for any:
(c) This paragraph 19 will not prevent you sharing information which is already known generally to the public, known to you outside of the Agreement.
(i) loss of profits, sales, business, or revenue;
(ii) loss, or corruption of data, information or software or loss of use of information;
(iii) loss of business opportunity;
(iv) loss of savings you expected to make;
(v) loss of goodwill; or
(vi) loss or damage that you and we would not have thought likely at the time the Agreement was formed.
(c) If we do not keep to these Terms, we will only be responsible for losses you have suffered which you and we would have thought likely at the time the Agreement was formed. We are not responsible for any other loss that you suffer, whether that loss is caused because we have not kept to our obligations under the Agreement, because of something we have done or not done, because we have made defamatory statements or otherwise as a result of:
(i) you using or relying on the Services;
(ii) you not being able to use the Services;
(iii) any mistake, fault, failure to do something, missing information, or virus or other form of computer programming malware in the Services or if the Services don’t work properly because of Events Outside Our Control;
(iv) theft or destruction of information or someone getting access to our records, programs or services without our permission; or
(v) any information, data, message or other material which you email, post, upload, reproduce, send, or otherwise distribute or receive using the Services.
(d) Except for the matters set out in paragraph 20(a), in no circumstances will we or any of Our Representatives be liable to you for the Trial Services, Beta Services or Free Services.
(e) Except for the matters set out in paragraph 20(a), our liability to you for any loss or damage suffered by you in connection with the Agreement or Services will be limited to the total Fees or Monthly Budget that you have paid to us for the affected Service in the 3 months prior to the event giving rise to our liability. You also agree that, except for the matters referred to in paragraph 20(a), Our Representatives will not be liable to you for any loss or damage you may suffer due to the provision of, or failure to provide, the Services.
(f) Except as set out in the Terms, we do not make any promises in relation to the Services. Where any promises would be implied into the Agreement by law, we exclude these as far as it is within our rights to do so. It is up to you to decide whether the Services are suitable for your needs. We won’t be responsible for this. We do not make any promises concerning the performance, results or success rates that may be achieved by any Service.
(g) We do not control the Content made available by your use of the Services and we do not guarantee the accuracy, truth, quality or appropriateness of this Content for your needs. By using the Services, you may be exposed to Content that is offensive or indecent (including spam), or which may contain viruses or other computer programming malware. Under no circumstances will we or Our Representatives be liable in any way for any Content posted, emailed, transmitted or otherwise made available by your use of the Services.
21. Your Cancellation and Refund/Credit Rights
Cancellation By You:
(a) You may cancel any or all of the Services at any time , either by telephoning us, emailing us or writing to tell us. Unless you are still within your Minimum Term, cancellation will take effect as soon as possible after we receive your request to cancel. For some Services (but not all) we may offer you a pro-rated refund or credit where cancellation takes effect part way through a Service period. The Service Terms include details of the refunds and credits that we offer. You agree that we have the right to decide: (i) the amount of any pro-rated refund or credit; and (ii) whether this amount is given as a refund or credit against your account. If you are within your Minimum Term, you may cancel the Services at the end of the Minimum Term.
(b) If you are buying the Services as a consumer (rather than as part of your business, profession or trade) and Your Country is the UK then you will have a legal right to cancel the Services within 14 working days of the Start Date. However, you agree that you will lose this right to cancel once we start performing the Services with your permission. You agree that you give us this permission when you submit your Order to us. This means that we can provide the Services and you can use the Services straight away on the Start Date.
(c) If you place an order for Services with the help of our US-based telesales team then you will have a period of fourteen (14) days from the date of the Confirmation of Order (the “Review Period”) to review the full terms and conditions and details of this Agreement. If you decide that you no longer want to receive the Services, you must notify us during the Review Period either by telephoning us, emailing us or writing to tell us. If you have paid any moneys, but the services have not been activated by our administrators, you will be entitled to receive a full refund. If the services are confirmed activated by administrators, you acknowledge that we will offer you a pro-rated refund or credit. After expiration of the fourteen (14) day Review Period, you may cancel the Services in accordance with 21(a).
Cancellation or Suspension by Us:
(d) We may cancel any or all of the Services at any time either by telephoning you, emailing you or by writing to you. When we contact you we will tell you when cancellation will take effect and we will try to give you as much notice of this as possible. Where cancellation takes effect part way through a Service Period we will, unless paragraph 21(e) applies, offer you a pro-rated refund or credit. You agree that we have the right to decide: (i) the amount of any pro-rated refund or credit; and (ii) whether this amount is given as a refund or credit against your account.
(e) We may cancel or suspend any or all of the Services immediately and without telling you beforehand, if:
(i) you do not pay us when you are supposed to as set out in paragraph 9.
(ii) you use the Services in any way that breaks or may break any applicable Law, is fraudulent or that may adversely impact the Services, Us or Our Representatives;
(iii) you use the Services in any way that infringes or may infringe any rights belonging to a third party, or in any way which breaks or may break any relevant third party rules, for example the rules of a Registry;
(iv) we receive a complaint or are notified of a legal claim which relates to your use of the Services;
(v) you commit click-fraud;
(vi) you do not comply with your commitments in paragraphs 11 or 23;
(vii) you break the Agreement in any other significant way and you do not correct or fix the situation within 30 days of us asking you to; or
(f) If we cancel the Services under paragraph 21(e), you will not be entitled to any refund or credit of any amount that you have paid for the Services.
(g) If we suspend the Services under paragraph 21(e), the Services will remain suspended unless and until you have fixed the cause of the suspension to our satisfaction; or either we or you cancel the Services.
(h) If we suspend or cancel the Services under paragraph 21(e), we will be entitled to refuse any or all future use by you of any or all of the Services, or any part of them.
22. Consequences of Cancellation
(a) Following the cancellation of any Services, you will no longer be able to access or use those Services and any account that you hold with us may be deactivated or deleted.
(b) We are not responsible for storing Your Data or Your Content following cancellation of the Services for any reason. You acknowledge that it is your responsibility to back up Your Data and Your Content if you want access to it following cancellation.
(c) We will not be liable to you for any loss you may suffer as a result of the termination of any Service.
23. Ethical Standards
(a) You must, and must make sure that your officers, employees, agents and service providers: (i) at all times comply with all anti-corruption Laws applicable to you; and (ii) not, directly or indirectly offer, promise or give (or agree to offer, promise or give) any financial or other advantage with respect to any matters which are the subject of the Agreement or obtain any benefit for us which would violate any anti-corruption laws applicable to you or us.
(b) If you become aware or suspect that this paragraph 23 has been broken, you must tell us straight away. We may immediately suspend operation of the Agreement on written notice to you, pending investigation. You must assist us in any such investigation.
(c) If, in our reasonable opinion, you have broken this paragraph 23: (i) we may immediately cancel the Agreement by giving you written notice; and (ii) you will reimburse us and Our Representatives in full for any damage, loss, liabilities, fees and expenses that we or they suffer (including any claims brought against us or them by third parties) as a result.
24. Contractual Authority
(a) You confirm that:
(i) you have the authority to enter into the Agreement on your own behalf and on behalf of the business you represent (if any); and
(ii) you are over eighteen (18) years of age.
25. Other Important Terms
(a) Each of the paragraphs of the Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining provisions will remain in full force and effect.
(b) We may transfer our rights and promises under an Agreement to another organisation. We will tell you if this happens.
(c) The Agreement is between you, on your own behalf and on behalf of the business you represent (if any), and us. No other person will have any rights to enforce any of its terms.
(d) By entering into the Agreement, you personally and individually undertake and assume, jointly and severally with the business you represent (if any), the full performance of the Agreement including payment of amounts due under the Agreement.
(e) If we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you.
(f) All references in the Agreement to “written” or "writing" will include email unless stated otherwise.
(g) The Agreement contains the whole agreement between you and us and replaces any other agreement or communication between you and us relating to the Services (including any communications made on or via the Websites). You acknowledge that you have entered into the Agreement without relying on any previous statement or promises made by us, unless those statements or promises have been included in the Agreement. However, this paragraph 25(f) does not in any way limit our liability for making fraudulent statements in connection with the Services or otherwise.
(h) We are not in any kind of partnership, contract of employment or joint venture with you. Nothing in the Agreement will be taken as authorising you to act as our agent.
(i) We are not authorised to do business in every state and country. We try to make sure that the Services listed on Our Website are available for purchase in the United Kingdom.
(j) The agreement will be governed by English law and we both agree that the Courts of England and Wales will have exclusive jurisdiction. This means that any dispute or claim arising out of or in connection with the Services or the Agreement (including non-contractual disputes or claims), will be governed by English law, and any claim must be brought before a Court located in England or Wales.
(l) In any legal proceedings, both parties agree to waive any rights they may have to participate in any class, group or representative proceeding and both parties agree to waive any right they may have to a trial by jury.
26. Supplementary Service Terms
1. We will try to deliver the first proof of a request by you for our editors to collate subscription data from your online store for your editorial page within 4 business days and, a revision of the editorial subscription (if requested by you) within 3 business days but this is not a guarantee. This time period does not start running until you have provided us with Your Data and any other materials and information that we request from you in order for us to provide the Services.
2. You agree any brand header images or any other image created by us to represent your editorial page will be accepted by you with the acceptance of 1 revision request by you, if a revision of this image is requested by you by email, we will try to deliver the first proof of a request within 4 business days. This time period does not start running until you have provided us with Your Data and any other materials and information that we request from you in order for us to provide the Services.
3. If we fail to meet the timeframes mentioned in paragraph 1 above and you have met all your obligations under the Agreement, we will (at your option): (i) cancel the Service and provide you with a full refund or credit; or (ii) complete the Service and provide you with a partial refund or credit determined by us.
4. We may not be able to perform the Services if Your Content, Your Data or any other materials and information you provide to us do not meet the requirements of our Terms.
5. You agree that you will not use the Service to send unwanted emails (sometimes called "spam"). You confirm that you will only send eMail Marketing campaigns to email addresses of individuals who have agreed that you can email them.
6. We do not provide any promise or guarantee that unwanted emails sent or received through your use of the Service will be detected, deleted, moved, blocked or otherwise dealt with by any part of the Service.
Last updated: March 2016