Terms of Service
1.1. These Terms of Service govern how you may access and use the Site and include:
A. our Acceptable Use Policy;
B. our Content Valuation Policy;
E. our Terms of Service for Digital Content Creators and Digital Content Buyers.
1.2. Your use of the Site means that you accept and agree to be bound by these Terms of Service.
If you do not accept and agree to be bound by these Terms of Service you should cease using our Site and deactivate your Account (if any) immediately.
1.3. You must be at least 16 years of age to use our Site.
2. DEFINITIONS & INTERPRETATION
2.1. In these Terms of Service:
Acceptable Use Policy means our acceptable use policy as amended from time to time;
Account means collectively the personal/identifying information and credentials used by Digital Content Buyers and Digital Content Creators to access parts of our Site;
Content Valuation Policy means our content valuation policy as amended from time to time;
Digital Content means all images, information, data and material, in any form that is uploaded or supplied by a Digital Content Creator and which appears on our Site;
Digital Content Buyer or Buyer means any third party that accesses, purchases or uses any Digital Content whether directly or indirectly and their employees, agents or authorised representatives;
Digital Content Creator or Creator means a person who uploads any Digital Content whether directly or indirectly and their employees, agents or authorised representatives;
Introduction means the provision to the Digital Content Creator of the contact details of a Digital Content Buyer by us through our Site or by any other means (and any person to whom the Digital Content Creator directly or indirectly provides any Digital Content Buyer contact details that we or our Site are directly or indirectly instrumental in providing to you). Introduce, Introduces and Introduced shall be interpreted accordingly;
Licence Agreement means a licence agreement in the form provided on the Site for the supply of the Digital Content entered into between a Digital Content Creator and a Digital Content Buyer Introduced by us and any online or off-line renewal or extension of such agreement or any contract or arrangement derived from such contract;
Licence Fee means all amounts payable to the Digital Content Creator or to any other person for Digital Content under a Licence Agreement;
Payment Service Provider means Mangopay SA, 59 Boulevard Royal, L-2449 Luxembourg;
Site means meedia.com and all associated web pages and any related App software for any smartphone, tablet or other similar hardware device;
Submission means any text, images, video, audio or other multimedia content software or other information or material submitted by you or other users to the Site;
System means any online communication functionality or infrastructure that we make available through our Site either now or in the future. This includes, but is not limited to, databases, lists, User Reviews, email addresses and online forms;
Terms of Service for Digital Content Buyers and Creators means our terms of service for digital content buyers and digital content creators as amended from time to time;
User Review means a review posted on our Site by a Digital Content Creator or Digital Content Buyer.
We, us or our means MEEDIA Limited, a company registered in England and Wales under company number 09267033 and whose registered office is at 246 Westminster Bridge Road, London SE1 7PD. References to us in this Policy includes our group companies from time to time; and
You or your means the person accessing or using the Site or its content.
2.2. In these Terms of Service:
2.2.1. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality);
2.2.2. a reference to a ’company’ includes any company, corporation or other body corporate, wherever and however incorporated or established;
2.2.3. a reference to a gender includes each other gender;
2.2.4. words in the singular include the plural and vice versa;
2.2.5. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words; and
2.2.6. an obligation on a party not to do something includes an obligation not to allow that thing to be done;
2.2.7. headings are for reference purposes only;
2.2.8.We and you are independent persons and are not partners, principal and agent or employer and employee and these Terms of Service do not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it; and
2.2.9. If any provision or part-provision of these Terms of Service is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of these Terms of Service shall not be affected and such provision or part-provision shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable.
3. CHANGES TO OUR TERMS OF SERVICE
3.1. We may revise our Terms of Service at any time by amending the applicable webpage on the Site. If we make material changes to our Terms of Service, we will make reasonable attempts to send you notifications of variations by email to the email address that you provide to us so please ensure that your contact details recorded with us in your Account are kept up to date.
3.2. It is important that you review the changed Terms of Service. If you do not wish to agree to the changed Terms of Service, then you should stop using the Site and deactivate your Account
4. SUSPENSIONS AND TERMINATION
4.1. We will determine, in our absolute discretion, whether there has been a breach of our Terms of Service through your use of our Site. When a breach or suspected breach has occurred, we may take such action as we deem appropriate, including but not limited to:
4.1.1. immediate, temporary or permanent withdrawal of your right to use our Site;
4.1.2. immediate, temporary or permanent removal of any Submission;
4.1.3. issue of a warning to you;
4.1.4. legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach;
4.1.5. further legal action against you; and
4.1.6. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
4.2. Upon termination, all licences and other rights granted to you in these Terms of Service will immediately cease however termination of your Account does not relieve a you of your responsibilities to pay any amounts due to Digital Content Creators under any agreement entered into at the time such Digital Content was downloaded (such as a Licence Agreement) or your obligations to not use our Site or any Digital Content other than in the matter permitted under these Terms of Service or any other agreement entered into at the time such Digital Content was downloaded (such as a Licence Agreement). Termination of your Account will operate without prejudice to our rights, defences and limitations of liability provided under these Terms of Service which rights, defences and limitations of liability will survive termination of these Terms of Service.
4.3. We exclude liability for actions taken in response to breaches of our Terms of Service.
4.4. We reserve the right to refuse access to our Site to anyone for any reason at any time. We may, but have no obligation to, remove, edit, block, and/or monitor content or accounts containing content that we determine at our sole discretion violates our Terms of Service.
5.1. We will try to resolve any disputes with you quickly and efficiently.
5.2. If you are unhappy with us please contact us as soon as possible.
5.3. If you and we cannot resolve a dispute using our complaint handling procedure, we will:
5.3.1. let you know that we cannot settle the dispute with you; and
5.3.2. give you certain information about our alternative dispute resolution provider.
Questions, comments and requests regarding our Terms of Service are welcomed and should be addressed to MEEDIA Limited, 246 Westminster Bridge Road, London SE1 7PD, United Kingdom, +44 (0)20 7202 2277 or email@example.com.
7. GOVERNING LAW AND JURISDICTION
7.1. These Terms of Service and the relationship between you and us (whether contractual or otherwise) shall be governed by, and construed in accordance with English Law.
7.2. Any dispute, controversy, proceedings or claim between you and us relating to our Terms of Service or the relationship between you and us (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England and Wales.
A. Acceptable Use Policy
1. ACCEPTABLE USE
We permit you to use the Site only for lawful purposes and primarily for buying and/or selling rights to use Digital Content. Use of the Site in any other way, including a Prohibited Use, is not permitted. If you do not agree with the terms of this Acceptable Use Policy you may not use this Site.
2. PROHIBITED USES
You agree not to use our Site:
in any way that is unlawful under any applicable law or regulation or prohibited by this Acceptable Use Policy or our Terms of Service generally including but not limited to any way that infringes the intellectual property rights of a Digital Content Creator or any third party including, but not limited to, copyright, design and trademarks rights and any similar rights in any jurisdiction;
in any way that is fraudulent, or has any fraudulent purpose or effect;
for the purpose of harming or attempting to harm minors in any way;
to send, receive, upload, download, use or re-use any material which does not comply with our Submission Standards (see below)
to create any derivative work incorporating material from our Site (including but not limited to Digital Content) whether altered, adapted or in its original form which if submitted to our Site would not comply with our Submission Standards;
to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
to use the Site to simulate communications from us or another service or entity in order to collect identity information, authentication credentials, or other information (‘phishing’);
to transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
to promote unlawful activity;
to defame, stalk, bully, abuse, harass, threaten, impersonate or intimidate people or entities nor post private or confidential information via our Site, including, without limitation, your or any other person’s identity, credit card information, social security, national identity numbers, non-public phone numbers or non-public email addresses;
to represent or suggest that we endorse any other business, product or service unless we have separately agreed to do so in writing; or
to attempt to circumvent password or user authentication methods.
You also agree:
not to reproduce, duplicate, copy or re-sell any part of our Site in contravention of the provisions of our Terms of Service for Digital Content Buyers and Creators;
not to access without authority, interfere with, damage or disrupt:
any part of our Site;
any equipment or network on which our Site is stored;
any software used in the provision of our Site; or
any equipment or network or software owned or used by any third party.
3. INTERACTIVE SERVICES
We may from time to time provide interactive services on our Site, including, without limitation chat rooms, bulletin boards and job advertisement boards.
We are not obliged to monitor or moderate Submissions to our interactive services. Where we do monitor or moderate Submissions we shall indicate how this is performed and who should be contacted in relation to any Submission of concern to you.
We may remove or edit any Submissions to any of our interactive services whether they are moderated or not.
The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not fool-proof. Minors who are using any interactive service should be made aware of the potential risks to them.
Any Submission you make must comply with our Submission Standards (set out below) which shall be applied in our discretion, acting reasonably.
4. SUBMISSION STANDARDS
These Submission Standards apply to any and all material that you contribute to our Site (including but not limited to Digital Content and User Reviews) and to any interactive services associated with it. You must comply with the spirit and the letter of the following standards. The standards apply to each part of any contribution as well as to its whole. In particular you warrant that any Submission:
is accurate (where facts are stated);
is genuinely held (where opinions are stated);
complies with applicable law in the UK and in any country from which it is posted;
is your own original work and lawfully submitted;
is not defamatory or likely to give rise to an allegation of defamation;
is not obscene, offensive, sexually explicit, discriminatory, deceptive, violent hateful, threatening, abusive or inflammatory nor does it promote any of these things;
is unlikely to cause offence, embarrassment or annoyance or needless anxiety to others;
does not promote any illegal activity;
does not invade another’s privacy;
is not used to impersonate any person, or to misrepresent your identity or affiliation with any person;
does not give the impression that they emanate from us, if this is not the case;
does not advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse;
all persons appearing in the Digital Content have agreed to and given permission for themselves to be used.
B. Content Valuation Policy
While we make commercially reasonable efforts to provide a valuation estimate of an item of content we do not warrant whether expressly or by implication that any valuation provided by us is or remains accurate, up to date, reliable, fit or suitable for any purpose whatsoever.
You will set the prices of your content and should make all such reasonable enquiries as are necessary (including with any qualified third parties) if you wish to use any valuation estimate as a basis for setting such prices. Any reliance you place on such valuation estimate is at your own risk. We exclude all legal responsibility as far as the law permits for any and all losses arising from the use of or reliance on any valuation estimate given by us.
Any valuation estimate is provided for your general information purposes only. It does not constitute technical, financial or legal advice or any other type of advice or any promise of expected payment or remuneration by the Company and should not be relied on for any purposes.
1. WHO WE ARE
This Site is operated by MEEDIA Limited.
2. THIRD PARTY COOKIES
For example, we may monitor how many times you visit the Site, which pages you go to, traffic data, location data and the originating domain name of a user’s internet service provider. This information helps us to build a profile of our users. Some of this data will be aggregated or statistical, which means that we will not be able to identify you individually.
You can set your browser not to accept cookies and the websites below tell you how to remove cookies from your browser. However, some of our Site features may not function as a result.
recognise you whenever you visit this Site (this speeds up your access to the Site as you do not have to log in each time);
allow you to create an account and keep a record when you return;
carry out research and statistical analysis to help improve our content, services and to help us better understand our users’ requirements; and
target our marketing and advertising campaigns more effectively by providing interest-based advertisements that are personalised to your interests; and
make your online experience more efficient and enjoyable.
5. TYPES OF COOKIES
The cookies we place on your device fall into the following categories:
Session cookies — these allow our Site to link your actions during a particular browser session. These expire each time you close your browser and do not remain on your device afterwards
Persistent cookies — these are stored on your device in between browser sessions. These allow your preferences or actions across our Site to be remembered. These will remain on your device until they expire, or you delete them from your cache
Strictly necessary cookies — these cookies are essential for you to be able to navigate our Site and use its features. Without these cookies, the services you have asked for could not be provided
Performance cookies — these cookies collect information about how you use our Site, e.g. which pages you go to most often. These cookies do not collect personally identifiable information about you. All information collected by these cookies is aggregated and anonymous, and is only used to improve how our Site works
Functionality cookies — these cookies allow our Site to remember the choices you make (such as your user name, language, last action and search preferences) and provide enhanced, more personal features. The information collected by these cookies is anonymous and cannot track your browsing activity on other websites.
6. THE COOKIES WE USE
The table below provides more information about the cookies we use and why:
The cookies we use
What they do
This allows you to create an account and lets you log in, making your journey smooth within the application.
We will ask for your permission (consent) to place cookies or other similar technologies on your device, except where these are essential for us to provide you with a service that you have requested (e.g. to enable you to, access your account, put items in your shopping basket and use our check-out process).
8. How to turn off cookies
If you do not want to accept cookies, you can change your browser settings so that cookies are not accepted. If you do this, please be aware that you may lose some of the functionality of this Site. For further information about cookies and how to disable them please go to the Information Commissioner’s webpage on cookies: https://ico.org.uk/for-the-public/online/cookies/
9. How to CONTACT US
10. CHANGES TO THIS POLICY
This policy was last updated on 22nd August 2019.
We may change this policy from time to time. When we do we will inform you via email (if we have your details) or publish a notice on the Site.
2. WHO WE ARE
MEEDIA Limited collects, uses and is responsible for certain personal information about you. When we do so we are regulated under the General Data Protection Regulation which applies across the EU (including in the UK) and we are responsible as ‘controller’ of that information for the purposes of those laws.
3. INFORMATION WE MAY COLLECT FROM YOU
When you visit our Site, do business with us or register for our Services we may collect and process personal information about you. Some of this data is necessary in order for us to contract with you, for example as a way to identify you. Other personal information provided by you is voluntary but may be necessary in order to use our Services. Information we collect:
Information you give us. You may give us information about you by filling in forms on our Site or by corresponding with us by phone, e-mail or otherwise. The information you give us may include your name, address, e-mail address, phone number, date of birth/age, gender, financial and credit card information, personal description, photographs, relationship information and other preferences that you state in relation to our Services;
Information we collect about you. With regard to each of your visits to our Site we may automatically collect the following information:
Technical information, including the Internet protocol (IP) address used to connect your computer to the Internet, your login information, browser type and version, time zone setting, browser plug-in types and versions, operating system and platform;
Information about your visit, including the full Uniform Resource Locators (URL) clickstream to, through and from our Site (including date and time); products you viewed or searched for; page response times, download errors, length of visits to certain pages, page interaction information (such as scrolling, clicks, and mouse-overs), and methods used to browse away from the page and any phone number used to call our customer service number;
Information we receive from other sources. We may receive information about you if you use any other websites we operate or other services we provide. We are also working closely with third parties (including, for example, business partners, sub-contractors in technical, payment and delivery services, advertising networks, analytics providers, search information providers, credit reference agencies) and may receive information about you from them.
5. HOW WE USE YOUR INFORMATION
We use information held about you in the following ways:
to meet legal obligations;
to provide Services to our customers;
to improve products/services/processes;
to improve the safety and security of our Site; and
to increase business (e.g. direct marketing and personalised advertising).
6. WHO WE SHARE YOUR INFORMATION WITH
We routinely share elements of your information with the following selected third parties for the purposes set out below:
Mangopay: to provide secure payment services for transactions completed via our Site;
Instabug: to provide in-app feedback and bug reporting for our mobile app;
Mail Chimp: to provide online marketing automation solutions
SendGrid: to provide an email marketing monitoring platform
Facebook Analytics: to assist us in the improvement and optimisation of our Site
Google Analytics: to assist us in the improvement and optimisation of our Site
Firebase: (part of Google Group) to assist us in the improvement and optimisation of our app
Zen Desk: to provide technical support functions
Intercom: to provide technical support functions
Slack: project management tool
Trello: project management tool
We may share information with advertisers and advertising networks that require the data to select and serve relevant adverts to you and others. We will not disclose information about identifiable individuals to advertisers, but we may provide them with aggregate information about our users (for example, we may inform them that 500 men aged under 30 have clicked on their advertisement on any given day). We may make use of the personal data we have collected from you to enable us to comply with our advertisers’ wishes by displaying their advertisement to that target audience.
We may share your personal information with any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries.
We will share personal information with law enforcement or other authorities if required by applicable law.
We may share your personal information with credit reference agencies for the purpose of assessing your credit score where this is a condition of us entering into a contract with you.
We may disclose your personal information to third parties:
in the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets;
if we or substantially all of our assets are acquired by a third party, personal data held by us about our customers may be one of the transferred assets; or
in order to enforce or apply our Terms of Service or to protect the rights, property, security or safety of us, our customers, or others.
7. HOW WE STORE YOUR PERSONAL DATA
We have appropriate security measures in place to prevent personal information from being accidentally lost or used or accessed in an unauthorised way. We limit access to your personal information to those who have a genuine business need to know it. Those processing your information will do so only in an authorised manner and are subject to a duty of confidentiality.
We also have procedures in place to deal with any suspected data security breach. We will notify you and any applicable regulator of a suspected data security breach where we are legally required to do so.
8. HOW LONG YOUR PERSONAL INFORMATION WILL BE KEPT
We keep your personal information for as long as necessary in providing the Services you have requested via the Site or as required to comply with our legal obligations, enforce our Terms and Conditions.
9. REASONS WE CAN COLLECT AND USE YOUR PERSONAL INFORMATION
We are permitted to collect your personal information where you consent to us doing so, for performance of the Services and for the other legitimate business interests of marketing our goods to customers and subscribers to increase revenue and ensuring our Services operate securely and lawfully for customers and users generally. Please note we will only ever use your email address (and no other category of your personal information) for marketing purposes and you will be given the opportunity to opt-out easily at the bottom of every email you receive from us.
10. TRANSFER OF YOUR INFORMATION OUTSIDE OF THE EEA
We normally store data only within the European Economic Area (“EEA”). If one of our service providers (such as our online marketing automation service provider) needs to transfer it outside of the EEA or is located outside of the EEA then we will take steps to ensure adequate privacy protection in line with UK data protection law, is in place. For example, US organisations who are certified under the EU-US Privacy Shield Framework) or contractual safeguards.
11. YOUR RIGHTS
Under the General Data Protection Regulation you have a number of important rights free of charge.
In summary, those include rights to:
fair processing of information and transparency over how we use your use
require us to correct any mistakes in your information which we hold
require the deletion of personal information concerning you in certain situations
receive the personal information concerning you which you have provided to us, in a structured, commonly used and machine-readable format and have the right to transmit those data to a third party in certain situations
object at any time to processing of personal information concerning you for direct marketing
object to decisions being taken by automated means which produce legal effects concerning you or similarly significantly affect you
object in certain other situations to our continued processing of your personal information
otherwise restrict our processing of your personal information in certain circumstances
claim compensation for damages caused by our breach of any data protection laws
If you would like further information on each of those rights, including the circumstances in which they apply, please see the Guidance from the UK Information Commissioner’s Office (ICO) on individuals’ rights under the General Data Protection Regulation.
If you would like to exercise any of those rights, please:
email, call or write to us,
let us have enough information to identify you (e.g. account number, user name, registration details),
let us have proof of your identity and address (a copy of your driving licence or passport and a recent utility or credit card bill), and
let us know the information to which your request relates.
To unsubscribe from any email correspondence you can also click on the ‘unsubscribe’ button at the bottom of every email we send to you.
Our Site may, from time to time, contain links to and from the websites of our partner networks, advertisers and affiliates. If you follow a link to any of these websites, please note that these websites have their own privacy policies and that we do not accept any responsibility or liability for these policies. Please check these policies before you submit any personal data to these websites.
12. HOW TO CONTACT US
You can contact us at MEEDIA Limited, 246 Westminster Bridge Road, London SE1 7PD, United Kingdom, +44 (0)20 7202 2277 or firstname.lastname@example.org.
13. HOW TO COMPLAIN
We hope that we are always able to resolve any issues or concerns that you may have about the use of your personal information.
The General Data Protection Regulation also gives you the right to lodge a complaint with a supervisory authority in particular in the EU or EEA state where you work, live or where any alleged infringement of data protection laws occurred. The supervisory authority in the UK is the Information Commissioner who may be contacted at https://ico.org.uk/concerns/ or telephone: +44 (0) 303 123 1113.
14. CHANGES TO THIS POLICY
E. Terms of Service for Creators and Buyers
1. OUR SITE
Our Site is a venue and platform that enables Digital Content Creators to place Digital Content on our Site as an invitation to treat with other persons (Digital Content Buyers) who may wish to access, view, purchase, license or use such Digital Content on the terms and conditions specified by the Digital Content Creator.
Buyers can view this Digital Content and choose to enter into a Licence Agreement with the Creator to license such Digital Content.
If the Buyer selects this Digital Content, the Creator will be notified by us of their intention to enter into a Licence Agreement.
If the Creator accepts a Buyer’s offer, we will Introduce the parties to enable a Licence Agreement to be entered into.
2. LICENCE AGREEMENT
Creators and Buyers must use our standard form Licence Agreement.
We do not warrant that such standard form Licence Agreement will be fit for purpose. The Creator and the Buyer should not use any such Licence Agreement without taking proper, professional legal and accounting advice to ensure that it is appropriate for the parties’ needs, meets their intentions, properly limits the extent of their potential legal and contractual liabilities and allows them to enforce their respective rights. If a Buyer and/or Creator consider such Licence Agreement unsuitable they should cease use of our Site and deactivate their respective accounts.
Creators and Buyers use the Licence Agreement or any other agreement entirely at their own risk.
We are not a party to any Licence Agreement between a Creator and a Buyer or any third party and are not responsible for the Digital Content or the contractual performance of any party. The Licence Agreement will cover the agreement between a Creator and a Buyer. These Terms relate only to the use of our Site. The enforcement of any contractual obligations arising out of the completion of a transaction using our Site is the responsibility of the Buyer and Creator who are parties to that transaction. The parties to the Licence Agreement agree to indemnify us, to the fullest extent permissible by law, against any liability arising under or in relation to any breach of such Licence Agreement.
We accept no responsibility or liability for any infringement of third party intellectual property rights including but not limited to copyright, design and trademark rights by a Creator and/or a Buyer.
3. COMMISSION, PAYMENT AND REFUNDS
In consideration of the provision of our Site and associated services to you, you agree to comply with these Terms of Service. Further if you are a Creator you agree to pay to us a Commission (as defined below) if a Buyer enters into a Licence Agreement with you. For the avoidance of doubt, Commission is due in consideration of the facilitation by us of a Licence Agreement and is not dependent upon payment of a Licence Fee or the due performance by a Digital Content Buyer of the terms and conditions of such Licence Agreement. It is your responsibility to ensure payment of any Licence Fee.
We do not set the price of the Digital Content provided by a Creator we simply provide a suggested estimate of value (please refer to our Content Valuation Policy for more details).
The Commission payable in respect of each Licence Agreement represents 30 % of the Licence Fee and will be calculated as follows:
Commission = Price Set by Creator x 1.428571
The Commission payable to us must be paid in UK Pounds Sterling and is inclusive of VAT payable by the Creator, unless otherwise stated.
By uploading and listing Digital Content on our Site, Creators authorise us through the Payment Service Provider to charge their credit/debit card for all Commission due in respect of any Licence Fee and to determine and process refunds of Licence Fees without further notification.
Except as required by law, we will be under no obligation to issue refunds in any circumstances. Following a request for a refund from a Buyer, in the event that we determine such Buyer is entitled to a full or partial refund of a Licence Fee, the Creator will be notified by email and such refund amount will be processed by the Payment Service Provider from the Creator’s debit/credit card. The Creator will be credited by MEEDIA with the Commission paid in respect of such Licence Fee.
All transactions processed via our Site will be administered through the Payment Service Provider and in accordance with their terms and conditions, a copy of which can be accessed via our Site or at www.mangopay.com. All of the Payment Service Provider logos, brands, names and identities are the property of the Payment Service Provider.
Any payments due to a Creator shall be subject to a de minimus threshold of £25 having been reached. For the avoidance of doubt this means that the Payment Service Provider will retain payments owing to a Creator under Licence Agreements until its account balance with the Payment Service Provider has reached £25.
We accept no credit risk for the non-payment of Licence Fees. We are not a party to the Licence Agreement made between a Creator and a Buyer. We will not assist you, nor are we able to assist you in claiming an outstanding payment, responding to any claim or other issue arising between a Creator and a Buyer. The terms of the Licence Agreement between the parties will be final and binding.
4. YOUR OBLIGATIONS
You must only use our Site with the genuine intention of (I) as a Creator, uploading Digital Content and (b) as a Buyer, reviewing and comparing Digital Content with a view to entering into Licence Agreements in respect of such Digital Content.
You must only use our Site in compliance with our Acceptable Use Policy and Terms of Service more generally, in compliance with applicable laws and for legitimate purposes.
It is your responsibility to ensure that all information you enter onto our Site is complete and accurate. By continuing to use our Site you represent and warrant that:
any information you submit is accurate and truthful; and
you will keep this information accurate and up-to-date.
Upon request, you must promptly provide us with full, complete and accurate details of any Licence Agreement entered into by you.
It is your responsibility to pay any VAT and any other taxes associated with the Digital Content arising out of a Licence Agreement.
None of the information data or copyright material contained on our Site must be reproduced or used without our consent or the consent of a Digital Content Creator.
A Digital Content Creator will not change the terms of any offer of Digital Content on our Site after a Digital Content Buyer has indicated his interest in such Digital Content. A non-exhaustive list of such changes include: increasing the price, varying or amending the Digital Content or changing any matter that is not clearly set out and disclosed in the initial offer.
5. RESPONSIBILITY FOR DIGITAL CONTENT AND LEGAL RIGHTS AND DISCLAIMERS
We will use reasonable endeavours to provide you with a quality service and virus free Site. However, we are not responsible for computer viruses or other computer related problems you suffer as a result of using our Site, which are beyond our reasonable control. We recommend that you use your own appropriate virus checking software.
At certain times some or all of our Site may not be available to you due to problems with third party websites or the worldwide web or for some other reason. Wherever possible, we will take reasonable steps to notify you but accept no liability for any such non-availability.
We are not responsible for any commentary, opinions, ratings or other postings on our Site by third parties.
We exclude liability for all errors and omissions of any Digital Content and/or Digital Content Creators and/or Digital Content Buyers or any such third parties.
You may be entitled to rights separate to these Terms of Service under English consumer law or other legislation.
We make no warranty or representation that our Site, or any Digital Content or Digital Content Creator or Digital Content Buyer will meet your requirements or that they will not infringe any intellectual property rights of any third parties including but not limited to copyright, design and trademark rights or that they will be compatible with all systems, or secure.
The opinions expressed in User Reviews are those of their authors and do not represent our opinions.
While every reasonable endeavour has been made to ensure that all information provided on our Site will be accurate and up to date, we make no warranty or representation that this is the case. We make no guarantee of any specific results from the use of our Site.
We make no representation or warranty that any part of this Site is suitable for use in commercial situations or that it constitutes accurate data and/or advice on which business decisions can be based.
6. USE OF OUR SITE
You will use our Site in accordance with our Acceptable Use Policy and our Terms of Service more generally.
Digital Content Buyers may download Digital Content only in accordance with these Terms of Service and after entering into a Licence Agreement.
You agree not to reproduce any Digital Content licensed via our Site for any purpose which would contravene our Acceptable Use Policy or our Terms of Service more generally.
You agree that you are responsible for all data charges you incur through use of our Site.
Although it is our intention for our Site to be available as much as possible, there will be occasions when our Site may be interrupted, including, without limitation, for scheduled maintenance or upgrades, for emergency repairs, or due to failure of telecommunications links and/or equipment.
We reserve the right to remove any content from our Site for any reason, without prior notice. Content removed from our Site may continue to be stored by us, including, without limitation, in order to comply with certain legal obligations, but may not be retrievable without a valid court order. Consequently, we encourage you to maintain your own backup of your content. In other words, we are not a backup service and you agree that you will not rely on our Site for the purposes of content backup or storage. We will not be liable to you for any modification, suspension, or discontinuation of our Site, or the loss of any content. You also acknowledge that the Internet may be subject to breaches of security and that the submission of content or other information may not be secure.
You agree that we are not responsible for, and do not endorse, content posted within our Site. We do not have any obligation to pre-screen, monitor, edit, or remove any content. If your content violates these Terms of Service for Digital Content Creators, you may bear legal responsibility for that content.
In using our Site you agree that you will comply with all applicable national, international and local laws, rules and regulations including any laws regarding the transmission of technical data from your country of residence.
You acknowledge that our Site is provided on an as-is and as-available basis, with no warranty of any kind, express or implied, including its fitness for any particular purpose. We do not guarantee that our Site will be free from error, omission or defect, and expressly disclaims any such representation or warranty. We expressly disclaim all liability for the availability, security or reliability of our Site.
7. POSTING USER REVIEWS ON OUR SITE
When posting a User Review on our Site, you should do so in accordance with the following rules:
you must comply with the Submission Standards set out in our Acceptable Use Policy;
your User Review should be honest and fair, should not make any unsubstantiated or unsupportable claims, and should not make dishonest or unreasonable comparisons with other products or services or with other User Reviews;
User Reviews must be made using the English language. Content in any other language may be removed at our sole discretion;
your User Review must not infringe the intellectual property rights of any third party including, but not limited to, copyright and trademarks;
you must not post links to other websites containing any of the above types of content;
your User Review must be placed in the appropriate category;
you must not impersonate other people or businesses;
you must disclose any professional or trade relationship between you and the content
detailed in your User Review;
you must not use our System for unauthorised mass-communication such as “spam” or “junk mail”.
We may edit your User Review to comply with the provisions of these Terms of Service without prior consultation. In cases of severe breaches of the provisions of paragraph these Terms of Service, your User Review may be removed and your Account may be suspended or terminated. You will not be informed in writing of the reasons for any such alterations or removals.
By posting a User Review you warrant and represent that you are the author of that User Review. We accept no responsibility or liability for any infringement of third party rights by such User Review or content.
We will not be liable in any way or under any circumstances for any loss or damage that you may incur as a result of such User Reviews, nor for any errors or omissions in such reviews. Use of and reliance upon User Reviews is entirely at your own risk.
You acknowledge that we may retain copies of any and all communications, information, content and User Reviews sent to us or submitted on our Site.
8. NON CIRCUMVENTION
You hereby irrevocably agree not directly or indirectly to circumvent or attempt to circumvent the provisions of these Terms of Service for Digital Content Buyers and Creators, including but not limited to those provisions relating to the calculation and payment of the Commission, and you will not suffer or assist any other person to do any of the foregoing.
In the event that a Creator fails to inform us of a Licence Agreement, the Creator hereby agrees to pay us the amount equal to the Commission (had the Licence Agreement not been circumvented), together with an additional fee to cover the administrative cost and commercial risk caused by you limited to a further amount equal to 50% of the said Commission and acknowledges that this is a fair and reasonable amount in all the circumstances.
9. INTELLECTUAL PROPERTY
All information, data and copyright material contained on our Site, including any trade marks (whether officially registered or unregistered), trade names, brands, logos and devices (“IP Content”) that is uploaded by us belong to us or to people whom we have given ownership or permission to use such information data and/or copyright material. You must not use such information or copyright material unless you have written permission from us or the owner to do so.
Any IP Content that you upload to our Site automatically provides us with an indefinite, perpetual royalty-free and worldwide (or to the jurisdictional limits of the IP Content) licence to use such Content for the purposes of providing our Site and the services offered by us only.
You acknowledge that our Site contains IP Content which is protected by copyright, trademark or other proprietary rights of us or other Digital Content Creators or other third parties. You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, reverse engineer or in any way exploit any of such IP Content, in whole or in part.
Although expressly forbidden in these Terms of Service, if you copy, reproduce, alter, modify, reverse engineer, disassemble, decompile or create derivative works from or in connection with our Site, or any component thereof, any such alterations or derivative works will be our sole and exclusive property. You may not use our Intellectual Property without our specific prior written consent. Our status as the proprietor of the Site must always be acknowledged.
You agree not to challenge our exclusive ownership of our IP Content. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content of our Site, or allow any virus or ‘Trojan horse’ software to be introduced to our Site or the hardware or software systems supporting our Site.
10. RELEASE AND LIMITATION OF LIABILITY
Our Site is only a venue and platform for connecting Creators and Buyers. Because we are not involved in or a party to the Licence Agreement or in the fulfilment of the Licence Agreement, if you have a dispute with one or more Creators or Buyers (as applicable) you hereby fully release us from any and all claims, liabilities and losses of every kind and nature, known and unknown in any way connected with such disputes. We expressly disclaim any liability that may arise between you and the Digital Content Creator or Digital Content Buyer (as applicable) from the use of our Site or the use of any Digital Content provided through our Site.
To the maximum extent permitted by law and subject to the paragraph below, we (together with our officers, directors, employees, representatives, affiliates, providers and third parties) exclude liability for (i) any Digital Content or any other content displayed on our Site or (ii) any breach by a Digital Content Creator or Digital Content Buyer of the terms of a Licence Agreement, or the terms which govern the use by a Creator or Buyer of our Site or (iii) the infringement by any Digital Content Creator or Digital Content Buyer of any third party rights or (iv) any inaccuracies or omissions in any Digital Content or any other content displayed on our Site or (iv) any act of god, accident, delay or any special, exemplary, punitive, indirect, incidental or consequential loss or damage of any kind (including, without limitation, lost profits or lost savings), whether based in contract, tort (including negligence), strict liability or otherwise, incurred by you arising out of or in connection with your access to, use of, or inability to access or use, our Site or any Digital Content or any other content contained provided therein.
To the maximum extent permitted by law and subject to the paragraph below, we exclude all conditions, warranties, representations or other terms which may apply to our Site, whether express or implied. We will not be liable to any user 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 or access our Site or any business interruption, the loss of any password used in connection with our Site, inability to access or activate any password through the password reset function, use of or reliance on the functionality of our Site, any interruption or cessation of transmission to or from our Site, any bugs, viruses, ‘Trojan horse’ software, or the like which may be transmitted to or from our Site, any distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, systems, data or other proprietary material due to your use of our Site, or to your accessing website linked to our Site, loss of profits, sales, business, revenue or other opportunity, loss of, goodwill or reputation, loss of cost savings, loss of money or investments, any indirect or consequential loss or damage, any unauthorised access to or use of our secure servers and/or any and all personal information stored therein, any errors or omissions in our Site or for any loss or damage of any kind incurred as a result of your use of our Site.
Subject to these Terms of Service to the extent permitted by law, and without prejudice to the generality of the previous two paragraphs above our maximum aggregate liability to you for any losses, costs, claims or proceedings suffered or incurred by you arising out of or in connection with these Terms of Service or your access to, use of, or inability to access or use, our Site, shall be limited to the sum of £10 (ten pounds sterling).
Nothing in these Terms of Service shall limit or exclude (i) our liability in respect of death or personal injury caused by our negligence or our fraud (ii) any other liability that cannot be excluded by law or (iii) your statutory rights.
By using our Site, you agree to indemnify us from and against any and all claims, losses, liabilities, judgments and reasonable costs, including legal fees and costs, arising out of or in connection with (i) any breach or alleged breach by you of the Licence Agreement (ii) your use or inability to use our Site, or (iii) any Digital Content or any other content submitted by you or using your Account to our Site, including, but not limited to the extent such Digital Content or any other content may infringe on the intellectual rights of a third party or otherwise be illegal or unlawful. We reserve the right, at our expense, to assume the exclusive defence and control of any matter otherwise subject to your indemnification. You will not, in any event, settle any claim or matter without our written consent.
12. OTHER IMPORTANT TERMS
We may transfer (assign) our obligations and rights under these Terms of Service to a third party (this may happen, for example, if we sell our business). Your rights under these Terms of Service will not be affected and our obligations under these Terms of Service will be transferred to the third party who will remain bound by them.
You may not transfer (assign) your obligations and rights under these Terms of Service without our express written permission.
These Terms are between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of these Terms of Service.
No failure or delay by us in exercising any of our rights under these Terms of Service means that we have waived that right, and no waiver by us of a breach of any provision of these Terms of Service means that we will waive any subsequent breach of the same or any other provision.
If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, you should contact us and please provide the following information:
an electronic or physical signature of the person authorised to act on behalf of the owner of the intellectual property interest;
a description of the intellectual property right that you claim has been infringed;
a description of where the material that you claim is infringing is located on our Site;
your address, telephone number and email address;
a statement by you that you have a good faith belief that the disputed use is not authorised by the intellectual property owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and that you are the intellectual property owner or authorised to act on the intellectual property owner’s behalf.