FaceToned Terms of Service
LAST UPDATED: 24 January 2019
Prior to using the any services by SC, including FaceToned (together with any Add-On Service (as such term is defined in Section 8 below), the “Service”), it is important for you to know and understand that by visiting the Site and/or using the Service, you are agreeing to accept certain liability limitations and legal and health disclaimers, which we further explain throughout this Agreement. In other words, your use of the Service is at your own risk, and we do not assume any liability, or make any warranties of any kind with respect to the Service or your use of the Service.
By using the Service, you consent to receiving this Agreement in electronic form. You should print a copy of these Terms or save them to your computer for future reference. We may amend these Terms from time to time. Every time you wish to order any Service, please check these Terms to ensure you understand the terms which will apply at that time. To withdraw this consent, you must cease using the Service and terminate your account.
Please contact us with any questions regarding this Agreement.
- Who May Use the Service
AGE REQUIREMENT: You must be at least 18 years old to use the Service.
- Professional Advice and Medical Disclaimer.
YOU SHOULD CONSULT YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL BEFORE STARTING THIS OR ANY OTHER EXERCISE OR PROGRAM TO DETERMINE IF IT IS RIGHT FOR YOUR NEEDS. THIS IS PARTICULARLY TRUE IF YOU (OR YOUR FAMILY) HAVE A HISTORY OF HIGH BLOOD PRESSURE OR HEART DISEASE, OR IF YOU HAVE EVER EXPERIENCED CHEST PAIN WHEN EXERCISING, SMOKE, HAVE HIGH CHOLESTEROL, OR HAVE A BONE OR JOINT PROBLEM THAT COULD BE MADE WORSE BY A CHANGE IN PHYSICAL ACTIVITY. DO NOT USE THE SERVICE IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING, YOU SHOULD STOP IMMEDIATELY.
THE SERVICE OFFERS HEALTH AND FITNESS INFORMATION AND IS DESIGNED FOR INFORMATIONAL PURPOSES ONLY. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICE IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. FOR PURPOSES OF THIS AGREEMENT, THE PRACTICE OF MEDICINE AND COUNSELING INCLUDES, WITHOUT LIMITATION, PSYCHIATRY, PSYCHOLOGY, PSYCHOTHERAPY, OR PROVIDING HEALTH OR NUTRITION CARE, TREATMENT, INSTRUCTIONS, DIAGNOSIS, PROGNOSIS OR ADVICE. YOU SHOULD NOT RELY ON ANY INFORMATION ON THE SERVICE AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SERVICE. THE USE OF ANY INFORMATION PROVIDED ON THE SERVICE IS SOLELY AT YOUR OWN RISK.
IF YOU ARE IN THE UNITED KINGDOM AND THINK YOU ARE HAVING A MEDICAL OR HEALTH EMERGENCY, CALL YOUR HEALTH CARE PROFESSIONAL, OR 999, IMMEDIATELY.
THE SITE IS CONTINUALLY UNDER DEVELOPMENT AND SC MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN MEDICAL RESEARCH MAY IMPACT GENERAL HEALTH, FITNESS AND ADVICE. NO ASSURANCE CAN BE GIVEN THAT THE INFORMATION CONTAINED ON THE SITE WILL ALWAYS INCLUDE THE MOST RECENT DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL.
- Your Representations and Warranties as a Member
In becoming a member of SC or the Site with the intent of using the Service, you affirm that either (A) all of the following statements are true: (i) no physician has ever informed you that you have a heart condition or that you should only do physical activities recommended by a physician; (ii) you have never felt chest pain when engaging in physical activity; (iii) you have not experienced chest pain when not engaged in physical activity at any time within the past several months; (iv) you have never lost your balance because of dizziness and you have never lost consciousness; (v) you do not have a bone or joint problem that could be made worse by a change in your physical activity; (vi) your physician is not currently prescribing drugs for your blood pressure or heart condition; (vii) you do not have a history of high blood pressure, and no one in your immediate family has a history of high blood pressure or heart problems; and (viii) you do not know of any other reason you should not exercise; or (B) your physician has specifically approved of your use of the Service.
If applicable, you further affirm that (A) you are not pregnant or (B) your physician has specifically approved your use of the Service.
- General Disclaimers
SC provides the Service on an “as is” and “as available” basis. You therefore use the Service at your own risk.
SC expressly disclaims any and all warranties of any kind, whether express or implied, and any other warranty that might arise under any law. Without limiting the foregoing, SC makes no representations or warranties:
- That the Service, or any particular fitness program is suitable for you;
- Regarding the adequacy or safety of the Service for any particular user;
- That the Service will meet your personal needs;
- That the Service will be permitted in your jurisdiction;
- That the Service will be uninterrupted or error-free;
- Concerning any content submitted by any member;
- Concerning any third party’s use of content that you submit;
- That SC will continue to support any particular feature of the Service; or
- Concerning sites and resources outside of the Service, even if linked to from the Service.
SC reserves the right to modify the Service. You are responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Service. SC has no obligation to screen or monitor any content and does not guarantee that any content made available on the Service complies with this Agreement or is suitable for all users. SC shall not be responsible for loss or corruption of data, and hereby waives all claims with respect to damage to your computer system, internet access, download or display device.
To the extent that a secondary party may have access to or view SC content on your computer or mobile device, you are solely (i) responsible for informing such party of all provisions, terms, disclaimers and warnings in this Agreement and (ii) liable for any breach by any such party of any provision, terms, disclaimers and warnings in this Agreement.
To the extent any disclaimer or limitation of liability in this Agreement does not apply, all applicable express, implied, and statutory warranties will be limited in duration to a period of thirty (30) days after the date on which you first used the Service, and no warranties shall apply after such period.
- Limitation of Liability
To the fullest extent permitted by law: (i) in no event shall SC nor any of its subsidiaries or affiliates, be liable for any direct, indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to damages for personal injury, death, loss of livelihood, loss of enjoyment, pain and suffering, emotional distress, loss of profits, loss of future earnings, goodwill, use, and/or any other damages or other intangible losses; and (ii) SC’s, its subsidiaries’ and its affiliates’ total liability to you shall not exceed the amounts paid by you to SC over the twelve (12) months preceding your claim(s).
IF YOU DO NOT ACCEPT THIS LIMITATION OF LIABILITY, YOU ARE NOT AUTHORIZED TO OBTAIN OR ACCESS ANY MATERIAL THROUGH THE SERVICE OR SITE.
SC or any of its subsidiaries will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under the Agreement that is caused by an Event Outside Our Control (as defined below).
An 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, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
If an Event Outside Our Control takes place that affects the performance of our obligations under the Agreement our obligations under the Agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
- What information we may collect about you;
- What we use that information for; and
- When and with whom we share that information.
CONSENT TO EMAIL: When you become a member, you have the option to agree and consent to receive email messages from us. These emails may be transactional or relationship communications relating to the Service, such as administrative notices and service announcements or changes, or emails containing commercial offers, promotions or special offers from us or third party partners. You have the right to remove this consent at any time by contacting us by email at: firstname.lastname@example.org.
- Membership Provisions
REGISTRATION: To fully use the Service, you must register as a member by providing a user name, password, valid email address and valid credit card information. You must provide complete and accurate registration information to SC and notify us if your information changes. When you subscribe to the Site, this does not mean we have accepted your subscription. Our acceptance of your subscription will take place when we issue you with a written acceptance of the same to the email address specific in your subscription at which point a contract will come into existence between you and SC.
USER NAME: You may not use someone else’s name, a name that violates any third party right, or a name that is obscene or otherwise objectionable.
NON-COMMERCIAL USE: Use of the Site and Service is for personal use only. Members may not use the Service in connection with any commercial endeavors, such as (i) advertising or soliciting any user to buy or sell any products or services; or (ii) for commercial purposes. Users of the Site may not use any information obtained from the Service to contact, advertise to, solicit, or sell to any other user without his or her prior explicit consent. Organizations, companies, and/or businesses may not use the Service or the Site for any purpose unless expressly authorized by SC. If you wish to inquire about possible commercial use, please contact us at: email@example.com
SC may investigate and take any available legal action in response to illegal and/or unauthorized uses of the Site or the Service.
ACCOUNT SECURITY: You are responsible for all activity that occurs under your account, including any activity by unauthorized users. YOU MUST NOT ALLOW OTHERS TO USE YOUR ACCOUNT. You must safeguard the confidentiality of your password. If you are using a computer that others have access to, you must log out of your account after using the Service. If you become aware of any unauthorized access to your account, you must change your password and notify us immediately at: firstname.lastname@example.org
Auto billing; Subscription Fees. The Service is a paid, auto-renewing subscription service handled by the Stripe payment platform. If you purchase a subscription you are agreeing to automatic (recurring) billing, and agree to pay the charges made to your account in connection therewith. Your subscription, and monthly billing of your account, will continue indefinitely until cancelled by you.
Your SC membership begins when you have completed the sign-up process (i.e., when we collect your personal and payment information). Once we begin to bill you, cancellations take effect starting at the end of your current billing period, meaning there are no partial month refunds or credits.
All charges relating to the Site or the Service will be as set out on the Site from time to time and will be stated inclusive of VAT (where applicable). The pricing of our Service may vary periodically. We cannot guarantee that the price of your subscription is the lowest available, or historically lowest or best, price. You will be charged in accordance with the billing terms you agreed to at the time you signed up. All subscription charges must be received by us in cleared funds. If we do not receive your subscription monies on their due date for payment, we may suspend the Service with immediate effect until you have paid us any outstanding amounts.
HOW TO CANCEL
You have a legal right to cancel the Agreement under the Consumer Protection (Distance Selling) Regulations 2000 during the period set out below. This means that during the relevant period if you change your mind or for any other reason you decide you do not want to continue with your subscription, you can notify us of your decision to cancel the Agreement and receive a refund, if applicable.
If you cancel your account prior to the expiration of your full pre-paid monthly subscription period, you will forfeit the fees paid for any unused portion of your subscription, which are non-refundable. However, you will be able to continue viewing all content until the expiration of your current pre-paid subscription period.
If you do not wish for your account to renew automatically, or if you want to change or terminate your subscription, you need to go to your SUBSCRIPTION panel.
Service Add-Ons– Auto Billing; Subscription Fees; and Cancellation
We refer to any additional, paid subscription Service we offer beyond a standard membership as an “Add-On Service.” Any other Service we may offer to you which provides access to special or additional content beyond your standard membership, is an Add-On Service.
Each Add-On Service is a separate subscription service and is subject to an additional or different monthly fee that automatically renews just like your regular membership. Note: if you purchase an Add-On Service, you are agreeing to an additional monthly automatic (recurring) billing subscription, and agree to pay the charges made to your account in connection therewith, as disclosed at the time you accept the Add-On Service. Your Add-On Service subscription, just like your standard membership subscription, will continue indefinitely until cancelled by you.
Add-On Services are billed on the same day as your regular membership, in one combined payment. You can cancel at any time by following the instructions above (“How to Cancel”). Note that Your Add-On Service subscription is separate from your regular membership, although we will combine the charges each month when we bill you. You can cancel one or both at any time, but cancelling your regular membership will automatically cancel your Add-On Service.
Authorization. When you sign up for our Service and provide a payment method to SC, you are granting your express consent and are expressly authorizing us (and our designated payment processor) to automatically charge you each month for the Service.
If you provide a payment method and our charge results in an overdraft, chargeback or other fee from your bank, you alone are responsible for that fee.
EVEN IF YOU DO NOT USE THE SUBSCRIPTION OR ACCESS THE SC APPLICATION, YOU WILL BE RESPONSIBLE FOR ANY SUBSCRIPTION FEES UNTIL YOU CANCEL YOUR SUBSCRIPTION OR IT IS OTHERWISE TERMINATED. To cancel, follow the instructions above (“How to Cancel”).
Changes. SC may change, modify, add, remove, suspend, cancel or discontinue any aspect of it subscriptions including the functionality, content, and/or availability of any features of such subscriptions at any time in SC’s sole discretion.
SC may increase its fees for any subscription effective the first day of a billing renewal by giving you notice of the new fees at least thirty (30) days before you are billed. If you have and do not cancel your subscription, you will be deemed to have accepted the new fees.
- Term and Termination; Account Deletion
TERM: This Agreement begins on the date you first use the Service and continues as long as you have an account with us.
CANCELING YOUR SUBSCRIPTION: To cancel your subscription, you will need to go to the Subscription panel area. You may do it at any time during the membership period, if you don’t the membership get renewed automatically and no refund will be accepted. It is your responsibility to cancel it on time to avoid any unwanted charges.
ACCOUNT DELETION: You may delete your account at any time. We reserve the right, but are under no obligation to, to delete an account from the Service that remains inactive (i.e., the user fails to log in) for a continuous period of at least six (6) months, or immediately when payment expires, is withdrawn or otherwise ceases.
TERMINATION FOR BREACH: SC may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if SC determines that you have violated any provision of this Agreement or that your conduct or content would tend to damage SC’s reputation or goodwill. If SC deletes your account for the foregoing reasons, you may not re-register for the Service. SC may block your email address and Internet protocol address to prevent further registration. SC is not required to disclose, and may be prohibited by law from disclosing, the reason for the termination or suspension of your account.
After your membership or subscription is terminated for any reason, all terms of this Agreement survive such termination, and continue in full force and effect, except for any terms that by their nature expire or are fully satisfied.
EFFECT OF TERMINATION/ACCOUNT DELETION: Upon termination, all licenses granted by SC will terminate. Sections 4-5, 9, and 12-18 shall survive termination. In the event of account deletion for any reason, content that you submitted may no longer be available. SC shall not be responsible for the loss of such content.
- Content Restrictions
You may not upload, post, or transmit (collectively, “submit”) any video, image, text, audio recording, or other work (collectively, “content”) that:
- Infringes any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.);
- Contains sexually explicit content or pornography (provided, however, that non-sexual nudity is permitted);
- Contains hateful, defamatory, or discriminatory content or incites hatred against any individual or group;
- Advocates harassment or intimidation of another person;
- Exploits minors;
- Depicts unlawful acts or extreme violence;
- Contains video, audio photographs, or images of another person without his or her permission (or in the case of a minor, the minor’s legal guardian);
- Depicts animal cruelty or extreme violence towards animals; or
- Contains viruses, time bombs, trojan horses, cancelbots, worms or other harmful, or disruptive codes, components or devices.
- Code of Conduct and Prohibited Activities
In using the Service, you must behave in a civil and respectful manner at all times. Further, you will not and it is strictly prohibited to:
- Act in a deceptive manner by, among other things, impersonating any person;
- Harass or stalk any other person;
- Harm or exploit minors;
- Distribute “spam”;
- Promote information that is false or misleading, or promote illegal activities or conduct that is defamatory, libelous or otherwise objectionable;
- Promote sexually explicit material;
- Promote violence;
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
- Publish any material which is obscene, offensive, hateful or inflammatory;
- Infringe any copyright, database right or trademark of any person;
- “frame” or “mirror” any part of the Service or the Site;
- use meta tags or code or other devices containing any reference to SC, the Site or the Service (or any trademark, trade name, service mark, logo or slogan of SC) to direct any person to any other website for any purpose;
- modify, record, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Service or the Site or any software used on or for the Service or the Site, or cause others to do so;
- post, record, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Site or the Service other than solely in connection with your use of the Service in accordance with this Agreement;
- Collect information about others;
- Advertise or solicit others to purchase any product or service within the Site;
- Promote fraudulent schemes, multi level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures;
- Publicize or promote commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising, and pyramid schemes; or
- Participate in any activity that in any way violates any law.
SC has the right, but not the obligation, to monitor all conduct on and content submitted to the Service. SC reserves the right to alter, edit, remove, or refuse to post any content, in whole or in part in its sole discretion and/or to satisfy or comply with applicable laws, regulations and/or legal processes.
SC reserves the right, in its sole discretion, to investigate and take appropriate legal action against anyone who violates our Terms, including removing the offending communication from the Site or Service and terminating or suspending the membership of such violators. Unauthorised use of the Site or Service may give rise to a claim for damages and/or constitute a criminal offence under the Computer Misuse Act (UK) 1990, as amended.
Your use of the Site and Service, including all content you post through the Service, must comply with all applicable laws and regulations. You agree that SC may access, preserve and disclose your account information and content if required to do so by law or in a good faith belief that such access, preservation or disclosure is reasonably necessary, such as to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any content violates the rights of third parties; (iv) respond to your requests for customer service or allow you to use the Site in the future; or (v) protect the rights, property or personal safety of SC or any other person.
As between you and SC, you own all content that you submit to the Service, whether directly via the Service or indirectly (for example, via Facebook or Twitter). However, it is important that you understand that by posting a submission to the Site, unless you otherwise notify us by email at email@example.com, you are granting SC, its subsidiaries and its affiliates a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable (through multiple tiers) royalty-free license and right to use, copy, transmit, distribute, publicly perform and display (through all media now known or hereafter created), and make derivative works from your content (including without limitation, your name and likeness, photographs and testimonials) for any purpose whatsoever commercial or otherwise without compensation to you. In addition, you waive any so-called “moral rights” or “performance rights” in your content.
You further grant all users of the Service permission to view your content for their personal, non-commercial purposes. If you make suggestions to SC on improving or adding new features to the Service, SC shall have the right to use your suggestions without any compensation to you.
For each piece of content that you submit, you represent and warrant that: (i) you have the right to submit the content to SC and grant the licenses set forth above; (ii) SC will not need to obtain licenses from any third party or pay royalties to any third party; (iii) the content does not infringe any third party’s rights, including intellectual property rights and privacy rights; and (iv) the content complies with this Agreement and all applicable laws.
You agree to indemnify, defend, and hold harmless SC, its subsidiaries and its affiliates, directors, officers, employees, and agents, from and against any liability, claims, damages, losses and costs (including reasonable attorney’s fees) that: (i) arise from your activities on the Service; (ii) assert a violation by you of any term of this Agreement; or (iii) assert that any content you submitted to SC violates any law or infringes any personal right or third party right, including any intellectual property or privacy right. SC reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with SC in connection therewith.
- License to Use the Service
LICENSE: SC grants you a limited, non-exclusive license to access and use the Service for your own personal, non-commercial purposes. This includes the right to view content available on the Service. This license is personal to you and may not be assigned or sublicensed to anyone else.
RESTRICTIONS: Except as expressly permitted by SC in writing, you will not reproduce, redistribute, publicly display, sell, create derivative works from, decompile, reverse engineer, or disassemble the Service. Nor will you take any measures to interfere with or damage the Service. All rights not expressly granted by SC are reserved.
MOBILE DEVICES, APPLICATIONS AND SET-TOP BOXES/EXTERNAL DEVICES:
These Terms, and all of the provisions herein, also govern the use of our, if any, mobile, desktop and set-top devices and related applications (for example, iOS devices, Android devices, Roku, Apple TV and other such devices and their corresponding apps).
Your use of the Service through any applications or device constitutes your agreement to be bound by these Terms.
Any SC application, regardless of the manner and means in which it is downloaded (for example the Apple AppStore, Google Play Store, your console’s app store, etc.) is licensed, not sold, to you for use only in accordance with these Terms. We, the licensor, SC reserve all rights not expressly granted to you.
- Linking to the Site; Third Party Links and Content
You may link to the Site’s home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
The Site must not be framed on any other site, nor may you create a link to any part of the Site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out above.
If you wish to make any use of material on our site other than that set out above, please address your request to: firstname.lastname@example.org.
Certain links on the Site and/or the Service may let you leave the particular Site or Service you are accessing in order to access a linked site (the “Linked Sites”). When you are linking to a third party site, it is important to know that SC does not control these sites, nor has SC reviewed or approved the content which appears on the linked sites. SC is not responsible for the legality, accuracy or nature of any content, advertising, products or other materials on or available from any linked sites, or the conduct of such linked sites. You acknowledge and agree that SC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of any of the links, content, goods or services available on or through the linked sites.
Dealings with Third Parties.
More specifically, your participation, correspondence or business dealings with any third party found on or through the Site and Service (i.e., a Linked Site), regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that SC shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.
- Intellectual Property
You acknowledge that the Site and Service contain software, graphics, photos, videos, know-how, product ideas, comments and other material (collectively, “Content”) that is protected by copyrights, patents, trademarks, trade secrets or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. All SC-generated Content and Content developed for SC by its partners and licensors is copyrighted individually and/or as a collective work under the applicable copyright laws; further, SC owns a copyright in the selection, coordination, arrangement and enhancement of all Content in the Site. Subject to your compliance with these Terms, and solely for so long as you are permitted by us to access and use the Service, you may download one copy of the application (but never the Content) to any single computer or device for your personal, non-commercial home use only, provided you keep intact all copyright and other proprietary notices, and are in compliance with these Terms. Unless otherwise specified, modification of the Content or use of the Content for any other purpose, including (i) use of any such Content on any other website or networked computer environment, (ii) transmitting or distributing, directly or indirectly, to another party not party to this Agreement, is strictly prohibited.
The SC or its subsidiaries names, logos, products and affiliated applications and technologies are the exclusive property of SC. The trade names, trademarks and service marks owned by us, whether registered or unregistered, may not be used in connection with any product or service that is not ours, in any manner that is likely to cause confusion. Nothing contained on the Service should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of our trade names, trademarks or service marks without our express prior written consent.
SC owns and retains all proprietary rights in the Site and the Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. You agree to not copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible on the Site or through the Service, without first obtaining the prior written consent of SC. You agree to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
SC respects the intellectual property of others, and we ask our users to do the same. Each user is responsible for ensuring that the materials they upload to the Site do not infringe any third party copyright.
- General Provisions
ARBITRATION AND GOVERNING LAW:
The parties shall attempt to resolve any dispute or claim arising out of or relating to this Agreement (including any alleged breach thereof), the Service, or the Site by negotiation between themselves.
If the matter is not resolved by negotiation within 30 days of receipt of a written “invitation to negotiate”, the parties will attempt to resolve the dispute in good faith through an agreed Alternative Dispute Resolution (“ADR”) procedure, or in default of agreement, through an ADR procedure as recommended by the parties by the President or Vice President, for the time being, the Chartered Institute of Arbitrators.
If the matter has not been resolved by an ADR procedure within 60 days of the initiation of the procedure, or if any party will not participate in an ADR procedure, the dispute may be referred to arbitration by any party. The seat of arbitration shall be England and Wales. The arbitration shall be governed by both the Arbitration Act 1996 and rules as agreed between the parties. Should the parties be unable to agree on an arbitrator or arbitrators, or be unable to agree the rules for arbitration, any party may, upon giving written notice to the other party, apply to the President or Vice President, for the time being, of the Chartered Institute of Arbitrators for the appointment of the arbitrators or arbitrator and for any decision on rules that may be necessary.
The one exception to the exclusivity of arbitration is that you have the right to bring an individual claim against SC in a small-claims court of competent jurisdiction.
By using the Site or the Service in any manner, you agree to the above arbitration agreement. In doing so, YOU GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend any claims between you and SC, its subsidiaries or its affiliates (except for matters that may be taken to small-claims court). Your rights will be determined by a NEUTRAL ARBITRATOR, NOT A JUDGE OR JURY. You are entitled to a fair hearing before the arbitrator. The arbitrator can grant any relief that a court can, but you should note that arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
Any proceeding to enforce this arbitration agreement, including any proceeding to confirm, modify, or vacate an arbitration award, may be commenced in any court of competent jurisdiction. In the event that this arbitration agreement is for any reason held to be unenforceable, any litigation against SC or any of its subsidiaries (except for small-claims court actions) may be commenced only in the courts located in London, England. You hereby irrevocably consent to the jurisdiction of those courts for such purposes.
This Agreement, and any dispute between you and SC or any of its subsidiaries, shall be governed by the laws of England and Wales without regard to principles of conflicts of law, and any dispute or claim shall be subject to the exclusive jurisdiction of the English courts.
INTERPRETATION; SEVERABILITY; WAIVER; REMEDIES: Headings are for convenience only and shall not be used to construe the terms of this Agreement. If any term of this Agreement is found invalid or unenforceable by any court of competent jurisdiction, that term will be severed from this Agreement and the remainder of the Agreement will remain in full force and effect. No failure or delay by SC or its subsidiaries in exercising any right hereunder will waive any further exercise of that right. SC’s or any of its subsidiaries’ rights and remedies hereunder are cumulative and not exclusive.
SUCCESSORS; ASSIGNMENT; NO THIRD PARTY BENEFICIARIES: This Agreement is binding upon and shall inure to the benefit of both parties and their respective successors, heirs, executors, administrators, personal representatives, and permitted assigns. SC may transfer its rights and obligations under the Agreement to another organization, but this will not affect your rights or SC’s obligations under these Terms. You may not assign this Agreement without SC’s prior written consent. This Agreement is between you and SC. No other person shall have any rights hereunder, whether under the Contracts (Rights of Third Parties Act) 1999 or otherwise.
NOTICES: You consent to receive all communications including notices, agreements, disclosures, or other information from SC electronically. SC may provide all such communications by email or by posting them on the Service. For support-related inquiries or if you have any concerns about material which appears on the Site, you may send an email to email@example.com.
Nothing herein shall limit SC’s or its subsidiaries’ right to object to subpoenas, claims, or other demands.
MODIFICATION: This Agreement may not be modified except by a revised Terms posted by SC on the Site or a written amendment signed by an authorized representative of SC. A revised Terms will be effective as of the date it is posted on the Site.
ENTIRE AGREEMENT: This Agreement constitutes the entire understanding between SC and you concerning the subject matter hereof and supersedes all prior agreements and understandings regarding the same.