Terms and Conditions.
Evoleze.com is a site operated by Evoleze Limited (“We“). We are registered in England and Wales under company number 11048957 and have our registered office at Office 877, 109 Vernon House, Friar Lane, Nottingham, United Kingdom, NG1 6DQ.
We are a limited company.
TERMS AND CONDITIONS
1.1 In this Agreement: “Agreement” means these terms together with the relevant submitted Booking Form(s) and Services Schedule(s); “Background Materials” means Deliverables in existence at the time it is first intended to use them for a Project and in relation to which the Intellectual Property Rights are owned by Evoleze; “business day” means a day (other than Saturday or Sunday) which is not a public holiday in England; “Client” means the person or organisation to whom Evoleze has agreed to provide Services; “Data Protection Legislation” means the EC Directive 95/46/EC and all local laws or regulations giving effect to this Directive and/or any similar or equivalent laws, regulations or rules relation to information or data about individuals outside of the EU; “day” or “month” means respectively a calendar day or month; “Deliverable” means any document, data, software or other deliverable item that Evoleze has agreed to supply to Client as part of the Services; “Fees” means the fees payable to Evoleze for the Services as agreed in the Booking Form; “Booking Form” means the form you complete, including personal and/or company information plus payment details, when subscribing to one of our “Paid For” packages, including both monthly and yearly payment terms; “Paid For Package” is one of the packages of services we offer in exchange for a fee as quoted on the website; “Foreground Materials” means those Deliverables created by Evoleze or commissioned by Evoleze from a third party specifically for a Project; “Intellectual Property Rights” includes copyrights, database rights, patents, trademarks, service marks, design rights (whether registered or unregistered) trade secrets and all other similar proprietary rights; “Services” means the services Evoleze has agreed to provide to the Client, as described in any service description which shall be incorporated herein by reference; “Special Terms” means any terms set out in a Booking Form that are expressly stated to vary the terms of this Agreement for the particular Project; “Term” means the term of this Agreement; “Third Party Materials” means Deliverables which are owned by or are licensed by a third party but excluding any third party elements of the Foreground Materials and any Open Source Software; “Open Source Software” means any software which is developed, tested or improved through public collaboration and distributed with the idea that it must be shared with others, ensuring an open future collaboration; “Project” means any project agreed between the parties pursuant to which Evoleze will perform the Services as set out in the relevant Booking Form; “Specification” means the functional or technical description of the deliverables set out in the Booking Form or as subsequently agreed; “Evoleze” and “evoleze.com” means Evoleze Ltd, trading as Evoleze or as evoleze.com, company number 11048957, whose registered office is at Langdon House, Langdon Road, Swansea Waterfront SA1 8QY.
2.1 These terms of service (together with the documents referred to in it) tells you the terms of service on which you may make use of our website, evoleze.com (our site), whether as a guest, a registered user, or as subscriber to one of the Paid For Packages. Use of our site includes accessing, browsing, or registering to use our site or subscribing to one of the “Paid For” packages.
2.2 If you do not agree to these terms of service, you must not use our site or subscribe to one of the Paid For Packages.
2.3 By using our site and/or subscribing to one of the Paid For Packages, you confirm that you accept these terms of service and that you agree to comply with them.
2.4 Subject to these terms and conditions, Evoleze will from time to time during the Term perform the Services. Details of each Project agreed between the parties shall be agreed in a Booking Form which shall incorporate these terms and conditions unless otherwise amended therein.
2.5 During the Term Evoleze shall be the Client’s exclusive provider of the Services and Client agrees not to engage any other person or company to provide any services that are the same as or similar to the Services.
2.6 Evoleze shall apply such resources and skill as may be reasonably necessary for its performance of the Services. Evoleze shall be solely responsible for the selection and allocation of personnel to perform the Services.
2.7 Our site is made available free of charge. Use of the Paid For Packages are charged a monthly or yearly fee, subject to the payment option you choose.
2.8 We do not guarantee that our site will always be available or be uninterrupted. Access to our site is permitted on a temporary basis.
2.9 You are responsible for making all arrangements necessary for you to have access to our site.
2.10 You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms of service and other applicable terms and conditions, and that they comply with them.
2.11 In consideration of you paying the subscription fee, agreeing to abide by these terms of service, we grant you a non-transferable, non-exclusive licence to use Evoleze’s services subject to these terms (and the other documents referred to in them). We reserve all other rights.
3.1 Subject to Clause 3.2, in the event that a Booking Form does not set out an alternative acceptance process, acceptance of Deliverables by Client shall occur five (5) business days from delivery to Client for non-software related Deliverables and ten (10) business days from delivery for software related Deliverables, unless Evoleze has received a written notice setting out a reasonable basis for the rejection of the Deliverables. Client acknowledges that it may only reject Deliverables if they fail to materially comply with their Specification.
3.2 Notwithstanding any other provision of this Agreement, to the extent that Client uses a Deliverable in productive use, or otherwise commercially exploits a Deliverable, or if Client does not reject a particular Deliverable in writing or does not specify a reasonable, detailed basis for such rejection within the applicable acceptance period as set forth in this Agreement or in the relevant Booking Form, such Deliverable shall be deemed accepted by Client.
4 CLIENT’S OBLIGATIONS
4.1 Client shall be responsible for specifying fully and clearly its requirements from the Services. Client agrees to provide promptly all information and other materials and carry out all such actions that Evoleze may reasonably require to facilitate the performance of the Services.
4.2 Evoleze’s ability to perform its obligations under this Agreement may be dependent on Client fulfilling its obligations. To the extent that Client does not fulfil its obligations under this Agreement then (without prejudice to Evoleze’s rights and remedies) Evoleze will be relieved of its obligations to Client to the extent that Evoleze is prevented from performing the Services in accordance with this Agreement and Evoleze shall not be liable for any costs, charges or losses sustained by Client arising directly from any failure of Client to fulfil its obligations under this Agreement.
5 FEES AND EXPENSES
5.1 Client shall pay Evoleze the Fees calculated and payable in accordance with the terms of the Booking Form, which shall be payable without any right of set-off, abatement or withholding. Fees are exclusive of expenses (including travel, accommodation and subsistence expenses) of any Evoleze staff and incidental costs which shall be payable by the Client.
5.2 Where Evoleze provides the Services in installments, Evoleze will render a separate invoice in respect of each such installment of the Services. Any delay in the delivery of an installment of the Services, or failure to deliver any further installment or installments, shall not entitle the Client to reject the Agreement or the delivery of any other installment or to withhold payment in respect of any installment previously delivered to the Client.
5.3 Credit terms will be subject to credit insurance. Where cover is obtained, invoices will be payable 30 days from the invoice date.
5.4 All sums referred to in this Agreement exclude VAT (unless otherwise stated) which shall (if applicable) be payable by Client at the rate prevailing from time to time.
5.5 If the Client is overdue with any payment hereunder then without prejudice to Evoleze’s other rights or remedies, Evoleze reserves the right to: (a) suspend provision of the Services or part thereof until Client rectifies the matters, or (b) if payment is not made within 30 days of the due date, terminate the relevant Booking Form or this Agreement at Evoleze’s sole discretion.
5.6 Evoleze reserves the right to obtain credit insurance in respect of Client and in the event Evoleze is unable to obtain such insurance, Evoleze may have to revise its terms of payment and if necessary ask for payment in advance or suitable guarantees from Client. Should Client not agree to such alternative payment terms within 14 days of such request, Evoleze shall be entitled forthwith to terminate this Agreement and any or all outstanding Projects by written notice to the Client.
5.7 During the term of this Agreement (and for one month thereafter) Evoleze shall make available to Client and its authorised agents at reasonable times during Evoleze’s usual business hours documentation relating exclusively to a Project, which is directly relevant and necessary to verify the accuracy of any reports supplied by Evoleze under the relevant Booking Form (“Records”), provided always that Evoleze is given at least 30 business days’ notice of the audit, Evoleze is not required to grant access to the Records more than once in any 12 month period and all costs of such audit shall be at Client’s expense.
5.8 Where the Services include media planning and buying, Client shall pay media charges based on the current published rates for advertising in all relevant online media unless otherwise stated on the Booking Form. Such Services supplied to Client shall be subject to the terms and conditions of the agreement between Evoleze and the applicable third party media space owner.
5.9 In relation to such media planning and buying Services, Evoleze shall submit to Client for its specific approval media schedules for time, space and other facilities and Client’s approval of such schedules and estimates will be Evoleze’s authority to make reservations and contracts for space time and other facilities.
5.10 If Client has selected monthly payment terms then Client shall pay in advance of receiving Services, due on the 1st of every month or nearest date afterwards should 1st of month fall on a weekend or English Bank Holiday
5.11 Evoleze shall add any applicable levies payable in respect of the funding of any UK self-regulatory system in respect of advertising to all relevant invoices submitted to Client and the parties agree that Client shall be solely liable for payment of such levy.
6 INTELLECTUAL PROPERTY RIGHTS
6.1 Subject to the remaining provisions of this Clause 6, following payment in full of all invoices in relation to such Deliverables and at the Client’s request, Evoleze hereby assigns and in the case of copyright, by way of a present assignment of future copyright, all of the Intellectual Property Rights in the Foreground Materials to Client.
6.2 Client acknowledges that all Intellectual Property Rights in the Background Materials shall be owned by and remain the property of and vested in Evoleze. Following payment in full of all invoices in relation to such Deliverables, Evoleze grants to Client with effect from delivery a non-exclusive, non-assignable, royalty-free licence to use, and exploit the Background Materials in connection with the Deliverables in perpetuity solely for the specific purposes envisaged herein unless otherwise agreed in a Booking Form.
6.3 Client acknowledges that ownership of any Third Party Materials shall remain vested in Evoleze’s licensors. Evoleze hereby grants to Client upon payment in full of all invoices in relation to such Deliverables a non-exclusive, non-assignable, royalty-free licence to use the Third Party Materials in connection with the Deliverables solely for the specific purposes and periods agreed in writing with the Client.
6.4 It is acknowledged that Evoleze may use Open Source Software as part of the Deliverables provided that (i) Evoleze has supplied full details of which Deliverables and/or parts thereof it is proposed shall include such Open Source Software, together with full details of which Open Source licence(s) apply; and (ii) Client has approved same, such approval not to be unreasonably withheld or delayed; 6.5 All photos, logos and image material (in any format) that are sent to Evoleze by any platform; you are giving Evoleze permission to use these images as marketing material. If any photos of children under the age of 18 is sent to Evoleze, you are confirming you have parental/guardian permission to send these images, which can be used for marketing purposed by Evoleze. You, The Client, are fully responsible for any granted permission of images from parents/guardians that you send to Evoleze.
6.7 All content / graphics remain the property of Evoleze until 9 monthly payments have been made starting from the beginning of each season (typical period; May-September of each year). You will not be allowed to use or content without an active subscription and these 9 monthly payments have been paid in full.
6.8 Client acknowledges that its use of Open Source Software shall be governed by the terms of the applicable Open Source licence(s). Client warrants and undertakes that it will comply with the terms of the applicable Open Source licence(s).
7 DATA PROTECTION
7.1 Each party warrants to the other that it is and will continue to be appropriately notified under the terms of any applicable Data Protection.
7.2 Where Evoleze processes personal data (as defined in the Data Protection Legislation) on behalf of Client, then Evoleze shall: (a) process such data solely in accordance with Client’s instructions from time to time (consistent with its duties under such Data Protection Legislation; and (b) adopt and maintain appropriate security measures for processing data, both in terms of the technology used and how it is managed.
8 WARRANTIES AND LIABILITY
8.1 Evoleze warrants that: (a) it will perform the Services with reasonable skill and care in a competent and professional manner; and (b) on the date of delivery all Deliverables will comply in all material respects with their Specification.
8.2 The express terms of this agreement are in lieu of all Evoleze’s warranties, conditions, terms, undertakings and obligations implied by statute, common law, custom or otherwise, all of which are excluded to the fullest extent permitted by law.
8.3 The Client warrants that all materials and information provided to Evoleze will be accurate and complete in all material respects and their use by Evoleze in accordance with this Agreement shall not infringe the Intellectual Property Rights of any third party and shall comply with all applicable laws and regulations.
8.4 Subject to Clauses 8.5 and 8.6 each party’s maximum aggregate liability under or in connection with this Agreement shall not exceed the total fees payable to Evoleze in respect of the Services giving rise to the liability.
8.5 Subject to Clause 8.6, neither party shall be liable for loss of actual or anticipated income or profits, loss of goodwill or reputation, loss of anticipated savings, loss of benefit, loss of data or for any indirect or consequential losses or damage howsoever arising whether caused by tort (including negligence), breach of contract or otherwise, whether or not such loss or damage is foreseeable, foreseen or known.
8.6 Nothing in these terms of service excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by English law.
8.7 Evoleze shall not be liable for any delay in performing or failure to perform the Services to the extent that such delay or failure results from any cause or circumstance beyond Evoleze’s reasonable control (“event of force majeure”). If any event of force majeure occurs the date for performance of the Services will be postponed for as long as is made necessary by the event of force majeure. If any event of force majeure continues for a period of or exceeding 60 days either party may terminate this Agreement or cancel the affected Services immediately on written notice to the other party.
8.8 To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our site or Services, whether express or implied.
8.9 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:
8.9.1 use of, or inability to use, our site; or
8.9.2 use of or reliance on any content displayed on our site or the results of our Paid For Packages.
8.10 If you are a business user, please note that in particular, we will not be liable for:
8.10.1 loss of profits, sales, business, or revenue;
8.10.2 business interruption;
8.10.3 loss of anticipated savings;
8.10.4 loss of business opportunity, goodwill or reputation; or
8.10.5 any indirect or consequential loss or damage.
8.11 If you are a consumer user, please note that we only provide our site and the Paid For Packages for domestic and private use. You agree not to use our site or the Paid For Packages 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.
8.12 We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or our Paid For Packages.
8.13 We are only responsible for loss or damage you suffer that is a foreseeable result of our breach of these terms of service or our negligence up to the limit specified in the following paragraph, but we are not responsible for any unforeseeable loss or damage. Loss or damage is foreseeable if it is an obvious consequence of our breach or if they were contemplated by you and us at the time we granted you the terms of service.
8.14 Our maximum aggregate liability under or in connection with these terms of service, (including your use of the Paid For Packages) whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to the Subscription Fees paid for the Paid For Packages or the then current Renewal Period, as the context requires. This does not apply to the types of loss set out in the first paragraph of this section of these terms of service.
8.15 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these terms of service that is caused by any act or event beyond our reasonable control, including failure of public or private telecommunications networks.
9.1 Each of the parties acknowledges that, whether by virtue of and in the course of this Agreement or otherwise, it shall receive or otherwise become aware of information relating to the other party, its clients, customers, businesses, business plans or affairs, which information is proprietary and confidential to the other party (“Confidential Information”).
9.2 Confidential Information shall exclude information which: (a) at the time of receipt by the recipient is in the public domain; (b) subsequently comes into the public domain through no fault of the recipient, its officers, employees or agents; (c) is lawfully received by the recipient from a third party on an unrestricted basis; and/or (d) is already known to the recipient before receipt hereunder.
9.3 Each of the parties undertake to maintain the confidentiality of the other party’s Confidential Information at all times and to keep the other party’s Confidential Information secure and protected against theft, damage, loss or unauthorised access. Neither party shall at any time, whether during the term of this Agreement or at any time thereafter, without the prior written consent of the other party, use, disclose, exploit, copy or modify any of the other party’s Confidential Information, or authorise or permit any third party to do the same, other than for the sole purpose of the exercise of its rights and/or the performance of its obligations hereunder.
9.4 Neither party shall be in breach of this Clause 9 if it discloses the other party’s Confidential Information in circumstances where such disclosure is required by law, regulation or order of a competent authority, provided that the other party is given reasonable advance notice of the intended disclosure and a reasonable opportunity to challenge the same.
10 TERM AND TERMINATION
10.1 This Agreement shall be effective from the submission of the first Booking Form and subject to Clause 10.2 to 10.5 shall continue for a minimum of 1 month and will continue indefinitely until terminated by either party giving notice in writing to the other no less than 30 days prior to the desired termination date.
10.2 Each Project shall commence on the date set out in the relevant Booking Form and shall, subject to earlier termination in accordance with this Agreement, continue indefinitely.
10.3 Amendment of any of the fees detailed on each Booking Form is subject to the same Notice period for the Service
10.4 Termination of a Booking Form in accordance with its terms shall not serve to terminate this Agreement which shall continue in full force and effect. Subject to Clause 10.5, this Agreement shall remain in effect for so long as a Booking Form shall remain in effect.
10.5 Either party may terminate this Agreement or a Booking Form immediately on giving written notice to the other party in the event of: (a) any material breach by the other party, which breach is not remedied (if remediable) within 30 days after receipt by the party in default of a written notice specifying the nature of the breach and requiring the same to be remedied; or (b) the other party becoming insolvent, entering into liquidation, having an administrator appointed, making any composition or arrangement with its creditors or taking or suffering any similar action in consequence of debt. All packages carry a 12 month contract. Cancelations before the 12 month period will carry a balance to be settled. This balance will need to be settled via Bank Transfer within 30 days of cancelation. Failure to pay the outstanding balance in full will be passed on to either a debt collector or through the Small Claims Court.
10.6 Upon termination of this Agreement for any reason: (a) Client shall immediately pay Evoleze all Fees for Services effected up to and including the effective date of termination, calculated pro-rata for incomplete months; and (b) provisions of this Agreement which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination, shall remain in full force and effect notwithstanding such termination.
10.7 Client is permitted to terminate this Agreement at any time after the initial term of 3 months has been completed, providing written notice is served to Evoleze no less than 30 days prior to the desired termination date. Where the Client has chosen the yearly payment terms, a refund will be granted by Evoleze, but the higher monthly rate that is applicable to the monthly payment terms will be applied to all previous months where a Service has been provided, prior to issuance of refund.
10.8 Termination prior to the minimum term of 9 months is not permitted. Should Client request a termination within the minimum term of 9 months, Evoleze will be permitted to stop all Services but payment for 9 months must still be made by Client in full.
10.9 Your entitlement to a full refund from the Negotiation Services package is subject to evoleze.com’s representative attending at least three meetings of the same deal-process and specifically the meeting where the contract and/or agreement in question is due to be finalised and signed (i.e. the Final Meeting in the negotiation process). If the evoleze.com representative is not present for this Final Meeting then Client waivers the right to redeem a full refund, on the basis that evoleze.com’s representative was not present during the Final Meeting, even if s/he was present in the negotiation process leading up to the Final Meeting. For clarification, if evoleze.com’s representative attends one or two negotiation meetings, the Client does not qualify for a full refund. If evoleze.com’s representative attends three or more meetings of the same deal-process, then one of these three meetings must be the Final Meeting, or else all rights to a full refund are waived by Client. Attending meetings for different deal-processes does not contribute towards the three number minimum to qualify for a full refund
10.10 We may terminate your subscription to the website or Paid For Packages at any time and without notice if you commit a material breach of these terms of service.
10.11 A material breach, for the purpose of the Paid For Packages, includes but is not limited to, any unlawful attempt to copy the services or data of Evoleze and any attempt to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service or services of Evoleze.
10.12.1 Each of our packages carry a 9 month contract term. If the client cancels payments within this 9 month term, a final invoice will be sent for the remaining balance. This needs to be paid in full with 14 days of Invoice. After the 14 days have past, the invoice will be passed on to a debt collection service.
10.12.2 In accordance with 6.7 you are prohibited to use any of our content/graphics until the final invoice is paid in full.
10.13 On termination for any reason:
10.13.1 all rights granted to you under these terms of service shall cease; and
10.13.2 you must immediately cease all activities authorised by these terms of service, including your use of the Paid For Packages.
10.13.3 You are responsible for your own subscriptions, despite using our services or not. Once you have approved your digital proof, the 9 month contract term begins.
10.13.4 You may cancel at any time prior to your digital proof being approved.
11.1 Neither party, may during the term of any Booking Form or this Agreement (or for 12 months’ thereafter), solicit or induce or cause others to solicit or induce any employee, agent or subcontractor of the other party who prior to termination had been directly involved in the provision or receipt of the Services, to terminate their employment or engagement with the other party, without that other party’s prior written consent.
12 CHANGES TO THESE TERMS
12.1 We may revise these terms of service at any time by amending this page.
12.2 Please check this page from time to time to take notice of any changes we made, as they are binding on you.
13 ACCEPTABLE USE RESTRICTIONS
13.1 not use the Evoleze website and/or Paid For Packages in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms of service, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into our site;
13.2 not infringe our intellectual property rights or those of any third party in relation to your use of the website or our Services to the extent that such use is not licensed by these terms of service;
13.3 not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the website or our Services;
13.4 not use the website or our Services in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
13.5 not engage in any non-legitimate or excessive use of the website or our Services and, by way of illustration only, we consider the following to be indicative of non-legitimate or excessive use: (a) re-selling your subscription; (b) sharing subscriptions between users;
13.6 not collect or use data from the website or our Services to provide a direct competitor product to Evoleze or substitute for Evoleze;
13.7 not collect or harvest any information or data from our systems or attempt to decipher any transmissions to or from the servers running website.
14 YOUR ACCOUNT AND PASSWORD
14.1 If you choose, or you 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. You must not disclose it to or share it with anyone else.
14.2 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these terms of service.
14.3 If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us via Team@evoleze.comMedia.com
15 NO RELIANCE ON INFORMATION
15.1 The content on our site and the results generated by the Paid For Packages are provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on our site or the results generated by the Paid For Packages.
15.2 Although we make reasonable efforts to update the information on our site, we make no representations, warranties or guarantees, whether express or implied, that the content on our site is accurate, complete or up-to-date.
16 PAID SUBSCRIPTIONS
16.1 Our Paid For Packages are available under a number of subscription plans (each a Subscription Plan). Details of the Subscription Plans are set out in the pricing table together with the applicable information pages and subscription fees (Subscription Fees): http://www.evoleze.comMedia.com/pricing
16.2 Subject to which Subscription Plan you choose, you agree to subscribe to it for the minimum term of 3 months. The relevant period starts on the date we accept your offer for a subscription (the Start Date).
16.3 After the minimum term of 3 months and subject to paragraph 16.4, we will automatically renew your subscription for the Paid For Packages each month, until termination is received and approved, subject to the stipulations of clause 10.
16.4 Your subscription will not renew if:
16.4.1 either you or we notify the other of termination, in writing, no less than 30 days prior to the desired termination date, in which case your subscription shall terminate; or
16.4.2 it is otherwise terminated in accordance with the provisions of these terms of service.
16.5 If you terminate your subscription, you will not be entitled to a refund after billing has occurred. Where the Client has chosen the yearly payment terms, a refund will be granted by Evoleze, but the higher monthly rate will be applied to all previous months where a Service has been provided, prior to issuance of refund.
16.6 You must on the Start Date provide us with valid, up-to-date and complete credit or debit card details and any other contact and billing details we may require.
16.7 By providing your credit or debit card details to us, you authorise us to bill your credit or debit card on the first date after submitting the Booking Form and on the 1st of each month thereafter, for the Subscription Fees payable in respect of the Paid For Packages, as the context requires.
16.8 All Subscription Fees:
16.8.1 are payable in pounds sterling; and
16.8.2 are non-cancellable and non-refundable unless you are a consumer;
16.9 We are entitled to increase the Subscription Fees at the start of each financial quarter upon 90 days’ prior notice to you.
16.10 you shall permit us to audit use of the Paid App and, if any such audit reveals that you have underpaid Subscription Fees to us, then without affecting our other rights, you shall pay to us an amount equal to such underpayment within ten days of the date of the relevant audit.
17.1 We do not guarantee that our site will be secure or free from bugs or viruses.
17.2 You are responsible for configuring your information technology, computer programmes and platform in order to access our site. You should use your own virus protection software.
17.3 You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
18 CONTENT ON THE SERVICES
18.1. In general, any opinions expressed by the contributors, authors and moderators who post content to Evoleze are the personal opinions of the authors, not of Evoleze, whether or not the authors are employees or contractors of Evoleze. The Content (as defined below) is provided for informational and entertainment purposes only and is not meant to be an endorsement or representation by Evoleze or any other party.
18.2. The Content (as defined below) on the Services is intended for your personal, non-commercial use only. Commercial use of any of the Content or Services is strictly prohibited. The Services and all materials published and/or distributed on or through the Services (including, but not limited to news articles, photographs, images, illustrations, audio clips and video clips) (collectively, the “Content”) are protected by copyright pursuant to U.K. and international copyright laws, and are owned or controlled by Evoleze or the party credited as the provider of the Content. Except as set forth in Section 18.3 of this Agreement, you may not modify, publish, transmit, adapt, participate in the transfer or sale of, reproduce, create new works from, distribute, perform, display, or in any way exploit, any of the Content in whole or in part, without the express written consent of Evoleze or the copyright owner identified in the copyright notice in the Content. You agree not to change or delete any proprietary notices that appear in the Content. You may not use any Evoleze logo or proprietary graphic or trademark without Evoleze’s express written permission. You shall abide by all additional copyright notices, information, or restrictions contained in any Content accessed through the Services. As between the parties, title, ownership rights, and intellectual property rights in the Content and Services, and any copies or portions thereof, shall remain in Evoleze and/or its content providers or licensors. Evoleze reserves any rights not expressly granted in this Agreement.
18.3. Subject to your strict compliance with this Agreement, Evoleze grants you a limited, revocable, non-transferable, non-assignable and non-exclusive license to access, download (temporary storage only), display, view, use, play and/or print the Content on a personal computer, mobile phone or other wireless device, or other Internet enabled device, for your personal non-commercial use only, subject to the restrictions set forth in this Agreement. The foregoing limited license (A) does not give you any ownership of, or any other intellectual property interest in, any Content, and (B) may be immediately suspended or terminated for any reason, in Evoleze’s sole discretion, and without advance notice or liability.
19 USER-GENERATED CONTENT
19.1. You are solely responsible for your communications on and your use of the Services. You agree not to do any of the following: (A) post or transmit any libelous, defamatory, indecent, obscene, fraudulent, deceptive, abusive or pornographic message, data, image, content or program; (B) post or transmit any message, data, image, content or program that would violate any property rights of others; (C) use the Services to threaten, harass, or otherwise violate the legal rights (including rights of privacy and publicity) of others; (D) upload or download files that contain software, marks, logos, data, images, content or other material protected by intellectual property laws, rights of privacy or publicity, or any other applicable law, unless you own or control the rights to such files or material or have received all necessary consents; (E) upload files that contain a virus or corrupted data; (F) falsify the source or origin of software or other material contained in a file that you upload to the Services; (G) falsely purport to be an employee or agent of Evoleze; (H) act, in your use of the Services, in a manner that is contrary to applicable law or regulation; or (I) circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content.
19.2. You acknowledge that any materials and other information (including, without limitation, ideas contained therein for new or improved products or services) you post, upload, or submit to the Services, including but not limited to comments, forum messages, reviews, text, video, audio, photographs, computer code and applications (each, a “User Submission”) may be edited, removed, deleted, modified, published, transmitted, and displayed by Evoleze in its sole discretion and without your permission, and you waive any rights you may have (including any moral rights) in preventing the material from being altered or changed in a manner not agreeable to you. You expressly agree that we may remove, disable or restrict access to or the availability of any User Submissions from the Services at any time, for any reason or for no reason at all. Evoleze reserves the right to treat User Submissions as content stored at the direction of users for which Evoleze will not exercise control except to block or remove content that comes to Evoleze’s attention and is offensive, obscene, lewd, lascivious, filthy, violent, harassing, threatening, abusive, illegal, libelous, defamatory, fraudulent, deceptive, misleading or otherwise objectionable to Evoleze, or to enforce the rights of third parties or the content restrictions set forth below in this Agreement when notice of their violation comes to Evoleze’s attention. However, Evoleze shall not be responsible for controlling or editing any Content, and Evoleze has no contractual obligation to remove inappropriate or unlawful Content. Under no circumstances will we be held liable for removing, disabling or restricting access to or the availability of Content.
19.3. You hereby grant to Evoleze, and you agree to grant to Evoleze, a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, unconditional, unlimited, worldwide and cost-free license to use, copy, record, disclose, sell, re-sell, sublicense, reproduce, distribute, redistribute, modify, adapt, publish, edit, translate, transmit, create derivative works of, broadcast, publicly perform, display or otherwise exploit in any manner whatsoever, all or any portion of your User Submissions (and derivative works thereof), for any purpose whatsoever in all formats, on or through any media, software, formula, or technology whether by any means and in any media now known or hereafter developed and to sublicense such rights through multiple tiers of sublicenses, and to advertise, market and promote the same. In order to further effect the rights and license that you grant to Evoleze to your User Submissions, you also hereby grant to Evoleze, and agree to grant to Evoleze, the unconditional, perpetual, irrevocable right to use and exploit your name, persona, image, photograph, and likeness that you provide in connection with any User Submission, without any obligation or remuneration to you. Except as prohibited by law, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in any User Submissions, even if your User Submissions are altered or changed in a manner not agreeable to you. You agree that you shall have no recourse against Evoleze for any alleged or actual infringement or misappropriation of any proprietary right in your User Submissions. You further acknowledge and agree that no compensation will be paid with respect to the use of your User Submissions or any of the rights granted in this Section 2.3.
19.4. Each time you submit a User Submission, you represent and warrant that, as to that User Submission, (A) you are the sole author and owner of the intellectual property and other rights to the User Submission, or you have a lawful right to submit the User Submission and grant Evoleze the rights to it that you are granting by this Agreement, all without any Evoleze obligation to obtain consent of any third party and without creating any obligation or liability of Evoleze; (B) the User Submission is accurate; (C) the User Submission does not and, as to Evoleze’s permitted uses and exploitation set forth in this Agreement, will not infringe any intellectual property or other right of any third party; (D) the User Submission will not violate this Agreement, or cause injury or harm to any person; and (E) the User Submission complies with all applicable laws and regulations.
19.5. You are entirely responsible for the content of, and any harm resulting from, your User Submissions. Evoleze does not assume any responsibility or liability for any User Submissions posted on the Services or any website linked to the Services and makes no express or implied warranty or guarantee about the accuracy, copyright compliance, legality, or any other aspect of the User Submissions.
19.6. The Services are available to the public, and your User Submissions, along with information concerning your identity that you provide to Evoleze (including your name, image, employer and location), may be publicly available. Do not post information you consider confidential to the Services. In addition, you agree that Evoleze may reveal your identity and whatever information we know about you to any law enforcement agent or official in the event of legal action or a legal request arising from any User Submission made by you.
19.7. You may not use the Services to transmit unsolicited email. You may not send unsolicited email to the Services or to anyone whose email address includes a domain name used on the Services. You may not use any domain name on our Services as a pseudonymous return email address for any communications, which you transmit from another location or through another service. You may not pretend to be someone else – or spoof their identity – when using the Services.
20 LINKS TO THIRD-PARTY WEBSITES
21 OPERATION OF THE SERVICES
22 OTHER IMPORTANT TERMS
22.1 We may transfer our rights and obligations under these terms of service to another organisation, but this will not affect your rights or our obligations under these terms of service.
22.2 You may only transfer your rights or obligations under these terms of service to another person if we agree in writing.
22.3 If we fail to insist that you perform any of your obligations under these terms of service, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
22.4 Each of the conditions of these terms of service 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.
23 APPLICABLE LAW
23.1 If you are a consumer, please note that these terms of service, their subject matter and its formation, are governed by English law. You and we both agree that the courts of England and Wales will have non-exclusive jurisdiction. However, if you are a resident of Northern Ireland you may also bring proceedings in Northern Ireland, and if you are resident of Scotland, you may also bring proceedings in Scotland.
23.2 If you are a business, these terms of service, their subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England and Wales.
24.1 This Agreement together with the Booking Form(s) and Services Schedule(s), wherever provided, constitutes the whole Agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter. Each party acknowledges that, in entering into this Agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in this agreement. Nothing in this clause shall limit or exclude any liability for fraud. Evoleze may appoint sub-contractors to perform any of the Services provided that Evoleze will remain responsible to the Client for the full and complete discharge of all such obligations.
24.2 The parties are independent contractors dealing at arm’s length. Nothing in this Agreement shall create any relationship as partners, joint venturers, agent, employee or representative of the other. Subject to Evoleze’s express obligations in respect of the Services, neither party has authority to and shall not make any representations or incur any liability or cost or enter into any contracts or other arrangements involving the other party without that party’s express prior approval in writing, or hold itself out as having authority to do the same.
24.3 Client shall not be entitled to assign, transfer or charge or otherwise dispose of this Agreement or any of its rights or obligations hereunder without the prior written consent of Evoleze.
24.4 Any valid alteration to or variation of this Agreement must be in writing and signed on behalf of each of the parties by a duly authorised officer.
24.5 If any term of this Agreement is found to be illegal, invalid or unenforceable under any applicable laws, such term shall, insofar as it is severable from the remaining terms, be deemed omitted from this Agreement and shall in no way affect the legality, validity or enforceability of the remaining terms.
24.6 No failure or delay by either party in exercising any right, power or remedy with respect of any of its rights hereunder shall operate as a waiver thereof.
24.7 All notices, which are required to be given hereunder, shall be in writing, which shall include email, and shall be sent to the address of the recipient set out in the Booking Form. Any such notice may be delivered by hand, by first class pre-paid letter, by facsimile or by email and shall be deemed to have been served by hand when delivered if by first class post 48 hours after posting if by facsimile when delivery confirmation is received and if by email on the next working day.
24.8 A person who is not a party to this Agreement shall have no rights under the contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
If you wish to contact us in writing, or if any condition in these terms of service requires you to give us notice in writing, you can send this to us by e-mail to Team@evoleze.comMedia.com or by prepaid post to Evoleze Ltd, Office 877, 109 Vernon House, Friar Lane, Nottingham, United Kingdom, NG1 6DQ.. We will confirm receipt of this by contacting you in writing, normally by e-mail.
If we have to contact you or give you notice in writing, we will do so by e-mail or by pre-paid post to the address you have provided to us.
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