1.1 Except to the extent expressly provided otherwise, in this Agreement:
"Account" means an account for which the Customer has registered already enabling it to access and use the Hosted Services;
"Agreement" means this agreement including any Schedules, and any amendments to this Agreement from time to time;
"Business Day" means any weekday other than a bank or public holiday in England;
"Business Hours" means the hours of 09:00 to 17:00 GMT/BST on a Business Day;
“Publishers” means television,radio broadcasters and Digital platform publishing content or advertising;
"Charges" means the charges specified in the Rate Card;
“Content” means advertising content in digital format for broadcast in the UK;
“Customer” or “You” means a person who has registered online and in whose name an account has been opened;
"Customer Confidential Information" means:
(a) any information disclosed by the Customer to Honeycomb whether relating to itself or the Customer’s own client who owns the rights in the Content during the Term (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i) was marked as "confidential"; or
(ii) should have been reasonably understood by Honeycomb to be confidential; and
(b) the Customer Data.
"Customer Data" means all data, works and materials (other than Content): uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to Honeycomb for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;
"Documentation" means the documentation for the Hosted Services produced by Honeycomb and made available online by Honeycomb to the Customer;
"Effective Date" means the date of registration of an Account;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
"Hosted Services" the services offered by Honeycomb by which Content is delivered to Publishers, as specified in the Hosted Services Specification, which will be made available by Honeycomb to the Customer as a service via the internet in accordance with this Agreement;
"Hosted Services Defect" means a defect, error or bug in the Platform, but excluding any defect, error or bug caused by or arising as a result of:
(a) any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;
(b) any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorised by the Customer;
(c) a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or
(d) an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not specified as compatible in the Hosted Services Specification;
"Hosted Services Specification" means the specification for the Platform and Hosted Services available online at [insert link here];
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
"Permitted Purpose" means the distribution of content to Publishers ;
"Personal Data" has the meaning given to it in the Data Protection Act 1998;
"Platform" means the platform managed by Honeycomb and used by Honeycomb to provide the Hosted Services;
“Rate Card’ means the rate card published by Honeycomb from time to time which sets out the charges for distribution through the Platform of Content to single Publishers or “Network Sends” being bookings in respect of Content distribution to multiple UK Publishers;
"Schedule" means any schedule attached to main body of this Agreement;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Supported Web Browser" means the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari, or any other web browser that Honeycomb agrees in writing shall be supported;
"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
"Update" means a hotfix, patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.
2.1 By registering on the Honeycomb website and acknowledging that you have read and understood these terms and conditions you accept them in their entirety without qualification and agree to be bound by them.
3.1 This Agreement shall come into force upon the Effective Date.
3.2 This Agreement shall continue in force indefinitely.
4. Hosted Services
4.1 Honeycomb shall ensure that the Platform will, on the Effective Date, automatically generate an Account for the Customer and provide to the Customer login details for that Account.
4.2 Access to the Account will depend on the method of payment chosen by the Customer. If a Customer agrees to pay by credit card or Direct Debit mandate then immediate access will be granted otherwise access will be granted when Honeycomb is satisfied as to the creditworthiness of the Customer.
4.2 Honeycomb hereby grants to the Customer a non-exclusive licence to use the Hosted Services by means of a Supported Web Browser to enable the Customer to make arrangements for delivery of Content to Publishers through the Platform during the Term.
4.3 The licence granted by Honeycomb to the Customer under Clause 4.2 is subject to the right of access to the Platform being granted to named users at the Customer.
4.4 Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by Honeycomb to the Customer under Clause 4.2 is subject to the following prohibitions:
(a) the Customer must not sub-license its right to access and use the Hosted Services; and
(b) the Customer must not permit any unauthorised person to access or use the Hosted Services.
4.5 The Customer shall use reasonable endeavours, including reasonable security measures relating to Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an Account.
4.6 Honeycomb shall use reasonable endeavours to maintain the availability of the Hosted Services to the Customer, but does not guarantee 100% availability.
4.7 For the avoidance of doubt, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a) a Force Majeure Event;
(b) a fault or failure of the internet or any public telecommunications network;
(c) a fault or failure of the Customer's computer systems or networks;
(d) any breach by the Customer of this Agreement; or
(e) scheduled maintenance carried out in accordance with this Agreement.
4.8 The Customer must comply with Schedule 2 (Acceptable Use Policy), and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an Account comply with Schedule 2 (Acceptable Use Policy).
4.9 The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services.
4.10 The Customer must not use the Hosted Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.11 For the avoidance of doubt, the Customer has no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
4.12 Honeycomb may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to Honeycomb under this Agreement is overdue, and Honeycomb has given to the Customer at least 30 days' written notice, following the amount becoming overdue, of its intention to suspend the Hosted Services on this basis.
5. Maintenance Services
5.1 Honeycomb shall provide the Maintenance Services to the Customer during the Term.
5.2 Honeycomb shall where practicable give to the Customer reasonable prior written notice of scheduled Maintenance Services that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services, without prejudice to Honeycomb's other notice obligations under this main body of this Agreement.
5.3 Honeycomb shall give to the Customer reasonable prior written notice of the application of an Upgrade to the Platform.
5.4 Honeycomb shall give to the Customer written notice of the application of any security Update to the Platform and reasonable prior written notice of the application of any non-security Update to the Platform.
5.5 Honeycomb shall provide the Maintenance Services with reasonable skill and care.
5.6 Honeycomb may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to Honeycomb under this Agreement is overdue, and Honeycomb has given to the Customer at least 14 days' written notice, following the amount becoming overdue, of its intention to suspend the Maintenance Services on this basis.
6. Support Services
6.1 Honeycomb shall provide the Support Services to the Customer during the Term.
6.2 Honeycomb shall make available to the Customer a helpdesk in accordance with the provisions of this main body of this Agreement.
6.3 Honeycomb shall provide the Support Services with reasonable skill and care.
6.4 The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
6.5 Honeycomb shall respond promptly to all requests for Support Services made by the Customer through the helpdesk.
6.6 Honeycomb may suspend the provision of the Support Services if any amount due to be paid by the Customer to Honeycomb under this Agreement is overdue, and Honeycomb has given to the Customer at least 14 days' written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
7. Customer Data
7.1 The Customer hereby grants to Honeycomb a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate Customer Data.
7.2 The Customer warrants to Honeycomb that the use of the Customer Data and distribution of Content by Honeycomb in accordance with this Agreement will not:
(a) breach the provisions of any law, statute or regulation;
(b) infringe the Intellectual Property Rights or other legal rights of any person; or
(c) give rise to any cause of action against Honeycomb,
in each case in any jurisdiction and under any applicable law.
7.3 Honeycomb shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable Honeycomb to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 30 days.
7.4 Within the period of 1 Business Day following receipt of a written request from the Customer, Honeycomb shall use all reasonable endeavours to restore to the Platform the Content and Customer Data stored in any back-up copy created and stored by Honeycomb in accordance with Clause 7.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration.
8. No assignment of Intellectual Property Rights
8.1 Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from Honeycomb to the Customer, or from the Customer to Honeycomb.
9. Rate Card
9.1 The Customer shall pay Charges to Honeycomb as set out in the Rate Card.
9.2 Honeycomb may vary the charges set out in the Rate Card at any time.
10.1 Honeycomb shall issue invoices for the Charges to the Customer as set out on the Rate Card.
10.2 If the Customer has elected not to pay by credit or debit card then it must pay the Charges to Honeycomb within the period of 30 days following the issue of an invoice in accordance with this Clause 10.
10.3 If the Customer does not pay any amount properly due to Honeycomb under this Agreement, Honeycomb may:
(a) charge the Customer interest on the overdue amount at the rate of 8% per annum above the Bank of England base rate from time to time (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month); or
(b) claim interest and statutory compensation from the Customer pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
11. Honeycomb's confidentiality obligations
11.1 Honeycomb must:
(a) keep the Customer Confidential Information strictly confidential;
(b) not disclose the Customer Confidential Information to any person without the Customer's prior written consent; and
(c) use the same degree of care to protect the confidentiality of the Customer Confidential Information as Honeycomb uses to protect Honeycomb's own confidential information of a similar nature, being at least a reasonable degree of care.
11.2 Notwithstanding Clause 11.1, Honeycomb may disclose the Customer Confidential Information to Honeycomb's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
11.3 This Clause 11 imposes no obligations upon Honeycomb with respect to Customer Confidential Information that:
(a) is known to Honeycomb before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b) is or becomes publicly known through no act or default of Honeycomb; or
(c) is obtained by Honeycomb from a third party in circumstances where Honeycomb has no reason to believe that there has been a breach of an obligation of confidentiality.
11.4 The restrictions in this Clause 11 do not apply to the extent that any Customer Confidential Information is required to be disclosed by any law or regulation, by any judicial or governmental order or request, or pursuant to disclosure requirements relating to the listing of the stock of Honeycomb on any recognised stock exchange.
11.5 The provisions of this Clause 11 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.
12. Data protection
12.1 The Customer warrants to Honeycomb that it has the legal right to disclose all Personal Data that it does in fact disclose to Honeycomb under or in connection with this Agreement.
12.2 To the extent that Honeycomb processes Personal Data disclosed by the Customer, Honeycomb warrants that:
(a) it will act only on instructions from the Customer in relation to the processing of that Personal Data;
(b) it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of that Personal Data and against loss or corruption of that Personal Data; and
(c) it will not transfer or permit the transfer of that Personal Data outside the EEA without the prior written consent of the Customer.
13.1 Honeycomb warrants to the Customer that:
(a) Honeycomb has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
(b) Honeycomb will comply with all applicable legal and regulatory requirements applying to the exercise of Honeycomb's rights and the fulfilment of Honeycomb's obligations under this Agreement; and
(c) Honeycomb has or has access to all necessary know-how, expertise and experience to perform its obligations under this Agreement.
13.2 Honeycomb warrants to the Customer that:
(a) the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
(b) the Hosted Services will be substantially (but not completely) free from Hosted Services Defects;
(d) the Platform will incorporate security features reflecting the requirements of good industry practice; and
(e) Honeycomb will treat details of any advertising campaign in the strictest confidence.
13.3 Honeycomb warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any laws, statutes or regulations applicable under English law.
13.4 Honeycomb warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person in any jurisdiction and under any applicable law.
13.5 If Honeycomb reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, Honeycomb may at its own cost and expense:
(a) modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights; or
(b) procure for the Customer the right to use the Hosted Services in accordance with this Agreement.
13.6 The Customer warrants to Honeycomb that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.
13.7 All of the parties' warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
14. Acknowledgements and warranty limitations
14.1 Publishers will indicate to Honeycomb in respect of any distribution to them of Content whether they wish that content to be sent to them or whether they would prefer that they “pull” that content as and when they need it. Where the latter election has been made Honeycomb cannot be and is not responsible to the Customer or its own client in any way for any failure on the part of the Publisher to pull the content and customer hereby indemnifies Honeycomb for any costs, claims, damages or expenses incurred by or awarded against Honeycomb as a result of any claim made against Honeycomb by a third party arising out of any such failure. In addition Honeycomb shall not be liable for any failure on the part of the Customer to upload Content properly onto the platform.
14.2 The Customer acknowledges that complex software is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, Honeycomb gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
14.3 The Customer acknowledges that complex software is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, Honeycomb gives no warranty or representation that the Hosted Services will be entirely secure.
14.3 The Customer acknowledges that the Hosted Services are designed to be compatible only with that software and those systems specified as compatible in the Hosted Services Specification; and Honeycomb does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
14.4 The Customer acknowledges that Honeycomb will not provide any legal, financial, accountancy or taxation advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, Honeycomb does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.
15. Limitations and exclusions of liability
15.1 Nothing in this Agreement will:
(a) limit or exclude any liability for death or personal injury resulting from negligence;
(b) limit or exclude any liability for fraud or fraudulent misrepresentation;
(c) limit any liabilities in any way that is not permitted under applicable law; or
(d) exclude any liabilities that may not be excluded under applicable law.
15.2 The limitations and exclusions of liability set out in this Clause 15 and elsewhere in this Agreement:
(a) are subject to Clause 15.1; and
(b) govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
15.3 Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
15.4 Neither party shall be liable to the other party in respect of any loss of profits or anticipated savings.
15.5 Neither party shall be liable to the other party in respect of any loss of revenue or income.
15.6 Neither party shall be liable to the other party in respect of any loss of use or production.
15.7 Neither party shall be liable to the other party in respect of any loss of business, contracts or opportunities.
15.8 Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software;
15.9 Neither party shall be liable to the other party in respect of any special, indirect or consequential loss or damage.
15.10 Subject to Clause 15.11 below, the liability of each party to the other party under this Agreement in respect of any event or series of related events shall not exceed the greater of:
(a) £100,000; and
(b) the total amount paid and payable by the Customer to Honeycomb under this Agreement in the 12 month period preceding the commencement of the event or events.
15.11 Honeycomb’s liability for any failure on its part that results either in the non-transmission of material for broadcast uploaded by the Customer or the transmission of incorrect broadcast material will not exceed the level of Honeycomb’s insurance cover from time to time. As at February 2017 that cover was in the amount of £2,000,000 per claim or claims arising from the same circumstance per annum.
16. Force Majeure Event
16.1 If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
16.2 A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
(a) promptly notify the other; and
(b) inform the other of the period for which it is estimated that such failure or delay will continue.
16.3 A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.
17.1 Either party may terminate this Agreement by giving to the other party at least 30 days' written notice of termination.
17.2 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement which term shall include non-payment of charges.
17.3 Either party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement); or
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
18. Effects of termination
18.1 Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.11, 7, 10.2, 10.4, 11, 16, 18, 19, 21 and 22.
18.2 The termination of this Agreement shall not affect the accrued rights of either party.
18.3 Honeycomb shall not be required on termination of this Agreement to delete or return digital files in its possession
18.4 Within 30 days following the termination of this Agreement for any reason:
(a) the Customer must pay to Honeycomb any Charges in respect of Services provided to the Customer before the termination of this Agreement; and
(b) Honeycomb must refund to the Customer any Charges paid by the Customer to Honeycomb in respect of Services that were to be provided to the Customer after the termination of this Agreement,
without prejudice to the parties' other legal rights.
19.1 Any notice from one party to the other party under this Agreement must be given by one of the following methods (using the relevant contact details set out in Clause 19.2 and Part 4 of Schedule 1 (Hosted Services particulars)):
(a) delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery; or
(b) sent by recorded signed-for post , in which case the notice shall be deemed to be received 2 Business Days following posting,
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
19.2 Honeycomb's contact details for notices under this Clause 19 are available on the website at [insert link to contact page on website] .
19.3 The addressee and contact details set out in Clause 19.2 and Part 4 of Schedule 1 (Hosted Services particulars) may be updated from time to time by a party giving written notice of the update to the other party in accordance with this Clause 19.
20.1 Honeycomb must not subcontract any of its obligations under this Agreement without the prior written consent of the Customer, providing that the Customer must not unreasonably withhold or delay the giving of such consent.
21.1 No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
21.2 If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
21.3 This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
21.4 Neither party may without the prior written consent of the other party assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
21.5 This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
21.6 Subject to Clause 15.1, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
21.7 This Agreement shall be governed by and construed in accordance with English law.
21.8 The courts of England shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.
22.1 In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b) any subordinate legislation made under that statute or statutory provision.
22.2 The Clause headings do not affect the interpretation of this Agreement.
22.3 In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.
Schedule 1 (Hosted Services particulars)
Specification of Hosted Services
The Honeycomb service as described from time to time on the Honeycomb website and in respect of which the Customer has agreed to subscribe to online.
Schedule 2 (Acceptable Use Policy)
1.1 This acceptable use policy (the " Policy") sets out the rules governing:
(a) the use of the website at [URL] , any successor website, and the services available on that website or any successor website (the " Services"); and
(b) the transmission, storage and processing of content by you, or by any person on your behalf, using the Services (" Content").
1.2 References in this Policy to "you" are to any customer for the Services and any individual user of the Services (and "your" should be construed accordingly); and references in this Policy to "us" are to Honeycomb.tv Limited (and "we" and "our" should be construed accordingly).
1.3 By using the Services, you agree to the rules set out in this Policy.
1.4 We will ask for your express agreement to the terms of this Policy before you upload or submit any Content or otherwise use the Services.
1.5 You must be at least 18 years of age to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age .
2. General usage rules
2.1 You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2 You must not use the Services:
(a) in any way that is unlawful, illegal, fraudulent or harmful; or
(b) in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
2.3 You must ensure that all Content complies with the provisions of this Policy.
3. Unlawful Content
3.1 Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2 Content, and the use of Content by us in any manner licensed or otherwise authorised by you, must not:
(a) be libellous or maliciously false;
(b) be obscene or indecent;
(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
(d) infringe any right of confidence, right of privacy or right under data protection legislation;
(e) constitute negligent advice or contain any negligent statement;
(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(g) be in contempt of any court, or in breach of any court order;
(h) constitute a breach of racial or religious hatred or discrimination legislation;
(i) be blasphemous;
(j) constitute a breach of official secrets legislation; or
(k) constitute a breach of any contractual obligation owed to any person.
3.3 You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.
4. Graphic material
4.1 Content must be appropriate for all persons who have access to or are likely to access the Content in question and in particular for children over 12 years of age.
4.2 Content must not depict violence in an explicit, graphic or gratuitous manner.
4.3 Content must not be pornographic or sexually explicit.
5. Factual accuracy
5.1 Content must not be untrue, false, inaccurate or misleading.
5.2 Statements of fact contained in Content and relating to persons (legal or natural) must be true; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.
6. Negligent advice
6.1 Content for distribution in a specific country must not consist of or contain any material which is prohibited for distribution to an audience in that country i.e.legal, financial, investment, taxation, accountancy, medical or other professional, and you must not use the Services in any specific country to provide audience services in that country which are prohibited i.e. legal, financial, investment, taxation, accountancy, medical or other professional advisory services or, gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity.
6.2 Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.
7.1 Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
7.2 Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
7.3 Content must not be liable to cause annoyance, inconvenience or needless anxiety.
7.4 You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5 You must not use the Services for the purpose of deliberately upsetting or offending others.
7.6 You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
7.7 You must ensure that Content does not duplicate other content available through the Services.
7.8 You must ensure that Content is appropriately categorised.
7.9 You should use appropriate and informative titles for all Content.
7.10 You must at all times be courteous and polite to other users of the Services.
8. Marketing and spam
8.1 You must not[ without our written permission] use the Services for any purpose relating to [the marketing, advertising, promotion, sale or supply of any product, service or commercial offering].
8.2 Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include all unlawful marketing communications and unsolicited commercial communications.
8.3 You must not send any spam or other marketing communications to any person using any email address or other contact details made available through the Services or that you find using the Services.
8.4 You must not use the Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar letters, schemes or programs.
9.1 You acknowledge that we do not actively monitor the Content or the use of the Services.
10. Data mining
10.1 You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.
11.1 You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.
12. Harmful software
12.1 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
12.2 The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.