This website, including (without limitation) the Services, have been designed and created by us and are our exclusive property. They are therefore protected by copyright, design rights, trademarks and other laws. Subject to the terms set out in this Agreement, we hereby:
You agree that you shall not either directly or indirectly, without our express prior written consent:
You agree that you are solely responsible for any documents, templates, posts, content, information, links to other websites ("external links") and any other material that you send us or submit, publish, display, insert, transmit, upload, distribute or disseminate or offer to do the same ("publish") via this website, including (without limitation) any agreements created in or accessible via your account area ("Your Content").
Your Content will be bona fide, honest, decent, true and accurate to the best of your knowledge and belief. You irrevocably and unconditionally warrant and represent that you are the sole unencumbered author, owner or holder of an appropriate, valid and sufficient licence of all right, title and interest (including the intellectual property rights) in Your Content or you otherwise have all the necessary and appropriate permissions and authorisations in relation to Your Content.
Your Content and any websites accessed via any external links published by you should not (and you irrevocably and unconditionally warrant and represent that it does not):
You hereby grant (and you warrant that you have the right to grant) us a nonexclusive, irrevocable, perpetual, royalty-free, fully paid up, worldwide license to use, copy, modify, delete, adapt, publish, translate, reproduce, publicly display and distribute Your Content or any part or parts of it either online or offline and to create derivative works of Your Content or any part or parts of it either online or offline or incorporate it into other works/content either online or offline.
You agree that we may, whenever and for whatever period we choose to, without any prior notice or warning, in our absolute discretion, for any reason whatsoever and without incurring any liability whatever or however arising to you or any other third party:
If you are a registered user of our Services and we are processing the personal data of EU subjects on your behalf (your "Controlled Data"):
1. GDPR Compliance. In order to assist your compliance with the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR"), we confirm that, in connection with your Controlled Data, we will (a) comply with applicable requirements of GDPR and (b) provide you with reasonable assistance to help you remain in compliance with GDPR.
2. Data processing. We confirm that we will process your Controlled Data only in connection with the provision of our Services or as we are required under GDPR. If we have actual knowledge that any such processing contravenes GDPR, we are entitled to refrain from this and will let you know. You agree not to ask us to do anything that could put you or us in breach of GDPR. If/when we stop working together, we will stop processing your Controlled Data and will immediately return or delete it, unless applicable law requires the contrary. At that point or if at any point GDPR ceases to apply to us, this data processing agreement will come to an end.
3. Confidentiality. We will take steps to limit access to your Controlled Data to those personnel whom we believe reasonably need it to perform the Services or to ensure your or our compliance with GDPR. We will also ensure that those people have agreed to keep your Controlled Data confidential.
4. Sub-processors. You consent to us engaging third parties to act as processors of your Controlled Data on our behalf ("Sub-processors"), if we deem it beneficial to do so. We will require any Sub-processor(s) to enter into a contract with us on terms similar to this data processing agreement and agree that we will remain fully liable to you for all acts or omissions of any Sub-processors unless you have a direct right of action against such Sub-processor(s).
5. Information security. We agree to implement and maintain appropriate technical and organizational measures to protect your Controlled Data. These measures will, at a minimum, meet the requirements set forth in Article 32(1) of GDPR.
6. Data breaches. We agree to notify you in writing as soon as we reasonably can in the unlikely event of any (a) breach or suspected breach of security that results in your Controlled Data being compromised; or (b) unauthorised (or suspected unauthorised) processing of your Controlled Data.
7. Data subject requests. In the event that a person makes any reasonable request concerning their personal data that is included in your Controlled Data, including (without limitation) a request to be informed what personal data is held about them, a request to access such data, a request for errors in such data to be rectified; a request for such data to be deleted or a request to restrict how such data may be processed, we will cooperate with you in actioning and responding to such request. You agree to reimburse any expenses we may incur in relation to this.
8. Data transfers outside the European Economic Area. You agree that we may transfer your Controlled Data outside the European Economic Area if we believe it necessary in the ordinary course of our business. We acknowledge that such transfers must comply with GDPR.
9. Audit and compliance. We will maintain records and information to demonstrate our compliance with GDPR and consent to you auditing these upon reasonable request and following reasonable written notice. If you have any concerns about our compliance with either GDPR or this Agreement, you agree to notify us of these promptly and, in any event, before carrying out any audit.
If you have agreed to pay for access to some or all of the Services, you expressly agree that:
Any termination of this Agreement shall:
For the avoidance of doubt, your payment obligations will not be affected by Termination of this Agreement or this Payment Terms section.
Any notices to be sent to us under the terms of this Agreement or otherwise (including, without limitation, any requests for any posts, content, information, external links or any other materials on this website to be amended, partially or wholly restricted or removed ("Moderation Notices") should be sent either:
We shall be entitled not to take any action in respect of any notices until all necessary information has been provided to us (in our absolute discretion).
If any provision of this Agreement is held to be invalid or void or declared illegal, invalid or unenforceable for any reason whatsoever and that provision shall be divisible from this Agreement without materially altering the substance of this Agreement, it shall be deemed to be deleted from this Agreement and the validity of the remaining provisions shall not be affected or impaired in any way.
No failure or delay on our part in exercising any right, power or privilege under this Agreement shall operate as a waiver of it, nor shall any single or partial exercise of any such right, power or privilege preclude any other or further exercise of it or the exercise of any other right, power or privilege.
The Contracts (Rights of Third Parties) Act 1999 shall not apply to this Agreement and no person other than the parties to this Agreement shall have any rights under it, nor shall it be enforceable under that Act by any person other than the parties to it.
You shall not assign, transfer, sub-contract or in any other manner make over to any third party your rights or obligations under this membership Agreement without our prior written consent. We may, without restriction, assign, transfer, sub-contract or in any other manner make over to any third party our rights and obligations under this membership Agreement.
This Agreement, and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this Agreement or its formation, shall be governed by and construed in accordance with the laws of England.
The parties hereby irrevocably submit to the exclusive jurisdiction of the courts of England for the purpose of hearing and determining any suit, action or proceedings and/or settling any disputes arising out of or in connection with this Agreement and for the purpose of enforcement of any judgment against their respective assets.