Terms & Conditions

Terms & Conditions

Terms & Conditions

SOCIABILITY TERMS OF USE AGREEMENT

Last Modified: 25 March 2022

PLEASE READ THESE LICENCE TERMS CAREFULLY. BY ACCESSING THE PLATFORM, YOU AGREE TO THESE TERMS WHICH BIND YOU.

Your use of the Sociability App, whether through mobile download or accessible on the web at https://web.sociability.app (“App”, “Sociability App”), or our website at www.sociability.app (“Site”), and the services provided through each (all together, the “Platform”) is governed by and subject to this Terms of Use Agreement (the “Agreement”).

For the purposes of this Agreement, “Intellectual Property Rights” means patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.

The Platform is intended for use in the United Kingdom.

1. Scope of Licence

Sociability Ventures Ltd, (11796473) is a company incorporated in England and Wales. It, together with its subsidiaries and affiliates (“our”, “we”, “us”, “Sociability”) grant you a non-exclusive, royalty-free, worldwide licence to use our Platform. If you default on this Agreement, we have the right to suspend and/or remove your access to the Platform with immediate effect.

Your download of the Sociability App may also be subject to and conditional upon the terms of download or installation imposed by the operator of the store or shop where you download the Sociability App from (the “Store Rules”).

You agree that you will comply with this Agreement and all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform.

You must not (except where explicitly permitted by this Agreement):

  • use the Platform within a software application, website or software which competes with our operations;

  • use the Platform to process or disclose personal data which has not been requested by us (“personal data” has the meaning given to it in the Data Protection Act 2018);

  • exceed the indicated storage capability of the Platform (as notified to you from time to time);

  • copy, disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Platform);

  • provide access to or copies of the Platform in whole or in part to third parties either directly or by sharing or otherwise disclosing your user identification code, password, username or other security identifier if applicable;

  • use the Sociability App on any mobile device that you do not own or control, unless you have the permission of the device owner to do so. You will be responsible for complying with these terms, whether or not your own the device;

  • rent, lease, sub-licence, loan, provide, distribute or otherwise make available the Platform in any form, in whole or in part to any person and in no circumstance in competition with our operations;

  • attempt to gain unauthorised access to the Platform, the server on which our Platform is stored or hosted, or any server, computer or database connected to our Platform; and

  • use screen-recording technology to record and/or capture your use of the Platform.

If you choose or are provided with a user identification code, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party.

Nothing in this Agreement shall give you or any other person any right to access or use the source code, or constitute any licence of the source code, of the Platform.

The Platform must be used in an acceptable manner, as such you must not use the Platform or upload content to the Platform:

  • for commercial gain;

  • in any unlawful manner, for any deceitful purpose or any unlawful purpose, including terrorism or extremism or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform;

  • to breach in any way any applicable local, national or international law or regulation;

  • to cause harm (or attempt to harm) in any way;

  • to create and/or share sexually explicit material or indecent images;

  • to bully, insult, intimidate or humiliate any person; and

  • to impersonate any person or misrepresent your identity or affiliation with any person.

You must not:

  • infringe our Intellectual Property Rights or those of any third party in relation to your use of the Platform, including by the submission and/or upload of any material (to the extent that such use is not licensed by these terms);

  • permit any third party to infringe the Intellectual Property Rights or those of any third party in relation to their use of the Platform, including by the submission and/or upload of any material including images, feedback and/or videos;

  • transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform;

  • share your username and/or password with anyone;

  • use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

  • collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers; and

  • use or permit any third party to use the Platform in any way that infringes any third party licenses, including but not limited to licenses provided by Google and/or its licensors. You acknowledge that your use of Google Maps and Google Places features and content within the Platform is subject to the current versions of Google Maps/Earth Additional Terms of Service (https://maps.google.com/help/terms_maps/) and the Google Privacy Policy (https://www.google.com/policies/privacy/) and as otherwise updated by Google from time to time.

If in our sole opinion you are in breach the terms of this Agreement then we may immediately, at our discretion, take any or all of the following actions:

  • terminate your use of the Platform; and/or

  • block or disable your access to the Platform; and/or

  • report your activity to the appropriate authority; and/or

  • bring action against you in respect of your breach and pursue you for any damages arising from your action.

2. Changes to this Agreement

Sociability reserves the right to revise this Agreement from time to time; Sociability may update and change the Platform to improve performance, enhance functionality, reflect changes or address security issues. We will update the ‘Last Modified’ date at the beginning of this Agreement when we make any change. If you do not accept the changes you may not be permitted to continue to use the Platform. Your continued use of the Platform constitutes your continued consent to be bound by the Agreement.

3. Privacy & Personal Information

Any collection of your personal information shall be done in accordance with applicable data protection legislation and as further detailed in the Sociability Privacy Policy, available online at https://sociability.app/privacy.

4. Intellectual property

All Intellectual Property Rights in the Platform throughout the world belong to us (or our licensors) and the rights in the same are licensed (not sold) to you. This includes any modifications, updates, later versions, or adaptations to the Platform. You have no Intellectual Property Rights in, or to, the Platform other than the right to use them in accordance with this Agreement.

5. Third Party Links

Where our Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

6. User-Generated Content

The Platform may include information and materials uploaded by other users of the Platform, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our Platform do not represent our views or values. If you think that any user-generated content infringes on a third party’s Intellectual Property Rights, you should get in touch with us at privacy@sociability.app.  

By uploading, posting, transmitting or otherwise making available any content or material via the Platform, whether on iOS, Android or through a web browser (“Your Content”), you:

  1. grant to us a non-exclusive, worldwide, free, royalty-free, perpetual, irrevocable and sub-licensable licence to use, publish, reproduce and otherwise exploit Your Content in any form for any purpose and unconditionally waive any moral rights that you might have in respect of Your Content; and

  2. represent and warrant that you either own the Intellectual Property Rights in Your Content or have the necessary permission to upload, post, transmit or otherwise make available Your Content via the Platform. We have the right to disclose your identity to any third party who claims that any of Your Content is a violation of their Intellectual Property Rights or their right to privacy.

You hereby grant to Sociability a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) that you communicate to Sociability without any obligation to report on such use and without any other restriction. Sociability’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicences. “Feedback” refers to any suggestion or idea for modifying any of Sociability’s products or services, including without limitation all Intellectual Property Rights in any such suggestion or idea.

You understand that Your Content is shared and made by you on the Platform at your own risk and we have no liability or responsibility for the same. Please ensure you have read paragraph 13 carefully.

You must ensure that you comply with paragraph 1 at all times in relation to Your Content.

We reserve the right to remove any of Your Content within our reasonable discretion.

7. Termination

Sociability may suspend your access to the Platform or terminate your license to use it, at any time. We will terminate your license if you fail to comply with this Agreement. Upon termination of the licence, you must stop using the Platform, and delete the Sociability App from your device(s). From time to time, Sociability may impose limits on your use of or access to the Platform.

8. Changes to the Platform

Sociability may change or update the Platform and its features at any time. You may be required to download and reinstall a new version of the Sociability App if changes and updates are made.

9. Services

The Platform enables access to Sociability’s sites, applications, services and information as well as third party sites, services and information (collectively and individually, "Services"). Use of the Services may require Internet access and that you accept additional terms of service.

Maps, reviews, access information and venue and location data provided in the Platform are provided to assist basic planning purposes only. They should only be used as a guide and should not be relied upon in situations where precise navigational or venue or location information is needed.

While we use reasonable efforts to update the information on our Platform, the content and information on our Platform is provided for general information only. We make no guarantees, representations or warranties, whether express or implied, that the content on our Platform is accurate, up to date or complete.

10. No Warranty

The Platform is provided “as is” and “as available” with all faults. Sociability excludes, to the greatest extent permitted by law, all warranties, conditions and other contract terms with respect to the Platform.

Sociability does not warrant

  • that the Platform will be secure or free from bugs or viruses;

  • against interference with your enjoyment of the Platform;

  • that the functions contained in or provided by, the Platform will meet your requirements;

  • that the operation of the Platform will be uninterrupted or error-free; or

  • that defects in the Platform will be corrected.

11. Telecommunications Network Operator

Access and use of the Platform occurs across the networks of a number of mobile operators. Because we do not operate or control these networks, we cannot guarantee the privacy or security of data sent over them and we disclaim any responsibility for any network or service used to access and use the Platform. Check with your network service provider for information about their privacy and security practices.

12. Limitation of Liability

Whether you are a consumer or a business user:

  • We do not exclude or limit in any way our liability to you where it would be unlawful to do so.

  • This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

If you are a business user or customer:

  • We exclude all implied conditions, warranties, representations or other terms that may apply to our Platform or any content on it.

  • We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

    • use of, or inability to use, our Platform; or

    • use of or reliance on any content displayed on our Platform.

  • In particular, we will not be liable for:

    • loss of profits, sales, business, or revenue;

    • business interruption;

    • loss of anticipated savings;

    • loss of business opportunity, goodwill or reputation; or

    • any indirect or consequential loss or damage.

If you are a consumer user:

  • Please note that we only provide our Platform for domestic and private use.

  • You agree not to use our Platform for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

13. Indemnification

You shall indemnify and hold Sociability, its licensors, sponsors, agencies and its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your mis-use of the Platform, any breach of this Agreement, by you, or other users of any Services using your username, password or other credentials if you have disclosed these to any unauthorised person, or otherwise failed to keep these secure. You must use your best efforts to cooperate with us in the defence of any such claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defence and control of any such matter subject to indemnification by you.

You agree to indemnify us in full against all losses (whether direct or indirect) in connection with any claim made against us for actual or alleged infringement of a third party’s Intellectual Property Rights in connection with your use of the Platform, including but not limited to Your Content. This indemnity extends to any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by us.

14. General Terms

We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Even if we delay in enforcing this agreement, we can still enforce it at a later date. 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.

Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. To initiate the mediation, a party must serve notice in writing (including via email) (ADR notice) to the other party to the Dispute, requesting a mediation. The mediation will start not later than 30 days after the date of the ADR notice. No party may commence any court proceedings until the parties have attempted mediation, provided that the right to issue proceedings is not prejudiced by a delay.

15. Governing Law and Jurisdiction

The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties submit.

SOCIABILITY TERMS OF USE AGREEMENT

Last Modified: 25 March 2022

PLEASE READ THESE LICENCE TERMS CAREFULLY. BY ACCESSING THE PLATFORM, YOU AGREE TO THESE TERMS WHICH BIND YOU.

Your use of the Sociability App, whether through mobile download or accessible on the web at https://web.sociability.app (“App”, “Sociability App”), or our website at www.sociability.app (“Site”), and the services provided through each (all together, the “Platform”) is governed by and subject to this Terms of Use Agreement (the “Agreement”).

For the purposes of this Agreement, “Intellectual Property Rights” means patents, rights to inventions, copyright, moral rights, trade marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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.

The Platform is intended for use in the United Kingdom.

1. Scope of Licence

Sociability Ventures Ltd, (11796473) is a company incorporated in England and Wales. It, together with its subsidiaries and affiliates (“our”, “we”, “us”, “Sociability”) grant you a non-exclusive, royalty-free, worldwide licence to use our Platform. If you default on this Agreement, we have the right to suspend and/or remove your access to the Platform with immediate effect.

Your download of the Sociability App may also be subject to and conditional upon the terms of download or installation imposed by the operator of the store or shop where you download the Sociability App from (the “Store Rules”).

You agree that you will comply with this Agreement and all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform.

You must not (except where explicitly permitted by this Agreement):

  • use the Platform within a software application, website or software which competes with our operations;

  • use the Platform to process or disclose personal data which has not been requested by us (“personal data” has the meaning given to it in the Data Protection Act 2018);

  • exceed the indicated storage capability of the Platform (as notified to you from time to time);

  • copy, disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform (except as and only to the extent any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open-sourced components included with the Platform);

  • provide access to or copies of the Platform in whole or in part to third parties either directly or by sharing or otherwise disclosing your user identification code, password, username or other security identifier if applicable;

  • use the Sociability App on any mobile device that you do not own or control, unless you have the permission of the device owner to do so. You will be responsible for complying with these terms, whether or not your own the device;

  • rent, lease, sub-licence, loan, provide, distribute or otherwise make available the Platform in any form, in whole or in part to any person and in no circumstance in competition with our operations;

  • attempt to gain unauthorised access to the Platform, the server on which our Platform is stored or hosted, or any server, computer or database connected to our Platform; and

  • use screen-recording technology to record and/or capture your use of the Platform.

If you choose or are provided with a user identification code, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third party.

Nothing in this Agreement shall give you or any other person any right to access or use the source code, or constitute any licence of the source code, of the Platform.

The Platform must be used in an acceptable manner, as such you must not use the Platform or upload content to the Platform:

  • for commercial gain;

  • in any unlawful manner, for any deceitful purpose or any unlawful purpose, including terrorism or extremism or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform;

  • to breach in any way any applicable local, national or international law or regulation;

  • to cause harm (or attempt to harm) in any way;

  • to create and/or share sexually explicit material or indecent images;

  • to bully, insult, intimidate or humiliate any person; and

  • to impersonate any person or misrepresent your identity or affiliation with any person.

You must not:

  • infringe our Intellectual Property Rights or those of any third party in relation to your use of the Platform, including by the submission and/or upload of any material (to the extent that such use is not licensed by these terms);

  • permit any third party to infringe the Intellectual Property Rights or those of any third party in relation to their use of the Platform, including by the submission and/or upload of any material including images, feedback and/or videos;

  • transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform;

  • share your username and/or password with anyone;

  • use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;

  • collect or harvest any information or data from the Platform or our systems or attempt to decipher any transmissions to or from the servers; and

  • use or permit any third party to use the Platform in any way that infringes any third party licenses, including but not limited to licenses provided by Google and/or its licensors. You acknowledge that your use of Google Maps and Google Places features and content within the Platform is subject to the current versions of Google Maps/Earth Additional Terms of Service (https://maps.google.com/help/terms_maps/) and the Google Privacy Policy (https://www.google.com/policies/privacy/) and as otherwise updated by Google from time to time.

If in our sole opinion you are in breach the terms of this Agreement then we may immediately, at our discretion, take any or all of the following actions:

  • terminate your use of the Platform; and/or

  • block or disable your access to the Platform; and/or

  • report your activity to the appropriate authority; and/or

  • bring action against you in respect of your breach and pursue you for any damages arising from your action.

2. Changes to this Agreement

Sociability reserves the right to revise this Agreement from time to time; Sociability may update and change the Platform to improve performance, enhance functionality, reflect changes or address security issues. We will update the ‘Last Modified’ date at the beginning of this Agreement when we make any change. If you do not accept the changes you may not be permitted to continue to use the Platform. Your continued use of the Platform constitutes your continued consent to be bound by the Agreement.

3. Privacy & Personal Information

Any collection of your personal information shall be done in accordance with applicable data protection legislation and as further detailed in the Sociability Privacy Policy, available online at https://sociability.app/privacy.

4. Intellectual property

All Intellectual Property Rights in the Platform throughout the world belong to us (or our licensors) and the rights in the same are licensed (not sold) to you. This includes any modifications, updates, later versions, or adaptations to the Platform. You have no Intellectual Property Rights in, or to, the Platform other than the right to use them in accordance with this Agreement.

5. Third Party Links

Where our Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

6. User-Generated Content

The Platform may include information and materials uploaded by other users of the Platform, including to bulletin boards and chat rooms. This information and these materials have not been verified or approved by us. The views expressed by other users on our Platform do not represent our views or values. If you think that any user-generated content infringes on a third party’s Intellectual Property Rights, you should get in touch with us at privacy@sociability.app.  

By uploading, posting, transmitting or otherwise making available any content or material via the Platform, whether on iOS, Android or through a web browser (“Your Content”), you:

  1. grant to us a non-exclusive, worldwide, free, royalty-free, perpetual, irrevocable and sub-licensable licence to use, publish, reproduce and otherwise exploit Your Content in any form for any purpose and unconditionally waive any moral rights that you might have in respect of Your Content; and

  2. represent and warrant that you either own the Intellectual Property Rights in Your Content or have the necessary permission to upload, post, transmit or otherwise make available Your Content via the Platform. We have the right to disclose your identity to any third party who claims that any of Your Content is a violation of their Intellectual Property Rights or their right to privacy.

You hereby grant to Sociability a perpetual, irrevocable, worldwide license to use any Feedback (as defined below) that you communicate to Sociability without any obligation to report on such use and without any other restriction. Sociability’s rights granted in the previous sentence include, without limitation, the right to exploit Feedback in any and every way, as well as the right to grant sublicences. “Feedback” refers to any suggestion or idea for modifying any of Sociability’s products or services, including without limitation all Intellectual Property Rights in any such suggestion or idea.

You understand that Your Content is shared and made by you on the Platform at your own risk and we have no liability or responsibility for the same. Please ensure you have read paragraph 13 carefully.

You must ensure that you comply with paragraph 1 at all times in relation to Your Content.

We reserve the right to remove any of Your Content within our reasonable discretion.

7. Termination

Sociability may suspend your access to the Platform or terminate your license to use it, at any time. We will terminate your license if you fail to comply with this Agreement. Upon termination of the licence, you must stop using the Platform, and delete the Sociability App from your device(s). From time to time, Sociability may impose limits on your use of or access to the Platform.

8. Changes to the Platform

Sociability may change or update the Platform and its features at any time. You may be required to download and reinstall a new version of the Sociability App if changes and updates are made.

9. Services

The Platform enables access to Sociability’s sites, applications, services and information as well as third party sites, services and information (collectively and individually, "Services"). Use of the Services may require Internet access and that you accept additional terms of service.

Maps, reviews, access information and venue and location data provided in the Platform are provided to assist basic planning purposes only. They should only be used as a guide and should not be relied upon in situations where precise navigational or venue or location information is needed.

While we use reasonable efforts to update the information on our Platform, the content and information on our Platform is provided for general information only. We make no guarantees, representations or warranties, whether express or implied, that the content on our Platform is accurate, up to date or complete.

10. No Warranty

The Platform is provided “as is” and “as available” with all faults. Sociability excludes, to the greatest extent permitted by law, all warranties, conditions and other contract terms with respect to the Platform.

Sociability does not warrant

  • that the Platform will be secure or free from bugs or viruses;

  • against interference with your enjoyment of the Platform;

  • that the functions contained in or provided by, the Platform will meet your requirements;

  • that the operation of the Platform will be uninterrupted or error-free; or

  • that defects in the Platform will be corrected.

11. Telecommunications Network Operator

Access and use of the Platform occurs across the networks of a number of mobile operators. Because we do not operate or control these networks, we cannot guarantee the privacy or security of data sent over them and we disclaim any responsibility for any network or service used to access and use the Platform. Check with your network service provider for information about their privacy and security practices.

12. Limitation of Liability

Whether you are a consumer or a business user:

  • We do not exclude or limit in any way our liability to you where it would be unlawful to do so.

  • This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.

If you are a business user or customer:

  • We exclude all implied conditions, warranties, representations or other terms that may apply to our Platform or any content on it.

  • We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:

    • use of, or inability to use, our Platform; or

    • use of or reliance on any content displayed on our Platform.

  • In particular, we will not be liable for:

    • loss of profits, sales, business, or revenue;

    • business interruption;

    • loss of anticipated savings;

    • loss of business opportunity, goodwill or reputation; or

    • any indirect or consequential loss or damage.

If you are a consumer user:

  • Please note that we only provide our Platform for domestic and private use.

  • You agree not to use our Platform for any commercial or business purposes, and we have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.

13. Indemnification

You shall indemnify and hold Sociability, its licensors, sponsors, agencies and its parents, subsidiaries, affiliates, officers and employees, harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your mis-use of the Platform, any breach of this Agreement, by you, or other users of any Services using your username, password or other credentials if you have disclosed these to any unauthorised person, or otherwise failed to keep these secure. You must use your best efforts to cooperate with us in the defence of any such claim. We reserve the right, at our own expense, to employ separate counsel and assume the exclusive defence and control of any such matter subject to indemnification by you.

You agree to indemnify us in full against all losses (whether direct or indirect) in connection with any claim made against us for actual or alleged infringement of a third party’s Intellectual Property Rights in connection with your use of the Platform, including but not limited to Your Content. This indemnity extends to any interest, penalties, and reasonable legal and other professional fees awarded against or incurred or paid by us.

14. General Terms

We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement. You may only transfer your rights or your obligations under this Licence to another person if we agree in writing.

This Agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

Even if we delay in enforcing this agreement, we can still enforce it at a later date. 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.

Each of the conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

If a dispute arises out of or in connection with this agreement or the performance, validity or enforceability of it (Dispute) then except as expressly provided in this agreement the parties will attempt to settle it by mediation in accordance with the CEDR Model Mediation Procedure. To initiate the mediation, a party must serve notice in writing (including via email) (ADR notice) to the other party to the Dispute, requesting a mediation. The mediation will start not later than 30 days after the date of the ADR notice. No party may commence any court proceedings until the parties have attempted mediation, provided that the right to issue proceedings is not prejudiced by a delay.

15. Governing Law and Jurisdiction

The validity, construction and performance of the Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the parties submit.