6 July 2022 (Version 1.4)
In these terms and conditions, User or Users means any third party that accesses the Platform and is not either (i) employed by PlaceChangers Ltd. and acting in the course of their employment or (ii) engaged as a consultant or otherwise providing services to PlaceChangers Ltd. and accessing the Platform in connection with the provision of such services.
These Terms set forth the legally binding terms and conditions that govern your use of the Platform. By accessing or using the Platform, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the provisions of these Terms, do not access and/or use the Platform.
- In order to use certain features of the Platform, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form. You represent and warrant that:
- (a) all required registration information you submit is truthful and accurate;
- (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Platform. We may suspend or terminate your Account in accordance with Section 9.
- You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.
- You agree to immediately notify us of any unauthorised use, or suspected unauthorised use of your Account or any other breach of security. We cannot be liable for any loss or damage arising from your failure to comply with the above requirements.
2) Access to the Platform
- Subject to these Terms, we grant you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform.
- The rights granted to you in these Terms are subject to the following restrictions:
- (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform;
- (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform;
- (c) you shall not access the Platform in order to build a similar or competitive platform, product, or service; and
- (d) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality or content of the Platform shall be subject to these Terms. All copyright and other proprietary notices on the Platform (or on any content displayed on the Platform) must be retained on all copies thereof.
- Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Platform and its content, are owned by us. Neither these Terms (nor your access to the Platform) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights. We reserve all rights not granted in these Terms. There are no implied licences granted under these Terms.
3) User Content
- “User Content” means any and all information and content that a user submits to, or uses with, the Platform (e.g., content in the user’s profile or postings). You are solely responsible for your User Content. You assume all risks associated with the use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in the next section). You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by us. Because you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.
- You retain your rights over any User Content you may supply, post, or display on the Platform.
- Solely for the purposes of including your User Content in the Platform, you grant (and you represent and warrant that you have the right to grant) us an irrevocable, non-exclusive, royalty-free and fully paid, worldwide licence to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content. You waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.
- If you provide us with any feedback or suggestions regarding the Platform (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate. The company will treat any Feedback you provide to Company as non-confidential and non-proprietary. You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.
4) Acceptable use
- The following terms constitute our “Acceptable Use Policy”:
- (a) You agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content
- (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right;
- (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable;
- (iii) that is harmful to minors in any way; or
- (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
- (b) In addition, you agree not to:
- (i) upload, transmit, or distribute to or through the Platform any computer viruses, worms, or any software intended to damage or alter a computer system or data;
- (ii) send through the Platform unsolicited or unauthorised advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise;
- (iii) use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent;
- (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorised access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means;
- (vi) harass or interfere with any other user’s use and enjoyment of the Platform; or (vi) use software or automated agents or scripts to produce multiple accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Platform for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).
- (a) You agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content
- We reserve the right (but have no obligation) to review any User Content and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 8, and/or reporting you to law enforcement authorities.
- You agree to indemnify Company (and its officers, employees, and agents), including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of
- (a) your use of the Platform,
- (b) your violation of these Terms,
- (c) your violation of applicable laws or regulations or
- (d) your User Content. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of Company. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.
6) Other Users
- Each Platform user is solely responsible for any and all of its own User Content. Because we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you or by others.
- We make no guarantees regarding the accuracy, currency, suitability, or quality of any User Content. Your interactions with other Platform users are solely between you and such users.
- You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any Platform user, we are under no obligation to become involved.
7) Disclaimers for free trial accounts
- For free trial accounts ('Free Trial') The Platform is provided on an “as-is” and “as available” basis, and, to the extent permitted by applicable law, Company (and our suppliers) expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers) make no warranty that the Platform will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis.
8) Limitation on Liability
- To the maximum extent permitted by law, and subject to the final paragraph in this section, in no event shall we (or our suppliers) be liable to you or any third party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms or your use of, or inability to use, the Platform, even if we have been advised of the possibility of such damages. Access to, and use of, the Platform is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system, or loss of data resulting therefrom.
- To the maximum extent permitted by law, and subject to the final paragraph in this section, our liability to you for any damages arising from or related to these Terms (for any cause whatsoever and regardless of the form of the action), will at all times be limited to a maximum of fifty pounds sterling (GBP 50). The existence of more than one claim will not enlarge this limit.
- The exclusions in this section shall apply to the maximum extent permitted by law, but Company does not exclude liability for death or personal injury caused by its negligence, fraud or fraudulent misrepresentation, or any other liability which may not be excluded by law.
9) Term and Termination
- Subject to this Section, these Terms will remain in full force and effect while you use the Platform. We may suspend or terminate your rights to use the Platform (including your Account) including for any use of the Platform in violation of these Terms.
- Upon termination of your rights under these Terms, your Account and right to access and use the Platform will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases.
- The company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 3 to 9.
- These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Platform. You are responsible for providing us with your most current e-mail address. In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Platform. These changes will be effective immediately for new users of our Platform. Continued use of our Platform following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.
- The communications between you and us use electronic means, whether you use the Platform or send us emails, or whether Company posts notices on the Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing.
- These Terms constitute the entire agreement between you and us regarding the use of the Platform.
- A waiver by us of any right or remedy under these Terms shall only be effective if it is in writing, executed by a duly authorised representative of Company and shall apply only to the circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude or restrict the further exercise of any such right or remedy or other rights or remedies.
- The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.
- If any provision of these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
- You confirm that you are acting on your own behalf and not for the benefit of any other person. Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. We may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
- These Terms and any dispute or claim arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England and Wales. You agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the subject matter or formation (including non-contractual disputes or claims) of these Terms.
- Copyright © 2022 PlaceChangers Ltd.. All rights reserved. All trademarks, logos and service marks (“Marks”) displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
- If you wish to contact us in writing, or if these Terms require you to give notice to us in writing, please contact us at: Address: The Old Court House, Clark Street, Morecambe, Lancashire, England, LA4 5HR; Email: [email protected]