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1.1 Unless the context otherwise admits words importing one gender shall include all other genders and words importing the singular shall include the plural and vice versa.
1.2 Reference to any statutory provisions in this Agreement shall include any statutory provision that amends or replaces it.
2. Terms of Acceptance
2.1 These terms & conditions set out the terms between you the Weather2Umbrella Ltd Member, and us, Weather2Umbrella Ltd and owner of the website, www.weather2umbrella.com.
2.2 Your use of this website and any service contained within constitutes acceptance of these terms & conditions in full.
2.3 You must be a minimum age of 18 to register and make use of this website and any service contained within. By registering and using the website you warrant that you are 18 or older and understand your obligations under these terms & conditions.
2.4 You should not use this website if you do not accept with these terms & conditions in full.
3. Outline of Agreement
3.1 The parties agree that the Weather2Umbrella Ltd website located at www.weather2umbrella.com, will host the following “Content”, as provided by you:
a) Directory Listings about you and your business including your W2U Biography.
b) Events
c) Media Posts, including text, images, videos and audio
d) Advertisements
e) Articles
f) Other general social activity content
CONTENT
4. Ownership and Responsibilities – General User Generated Content
4.1 You retain all ownership rights to content provided by you.
4.2 Where the facility exists such user-generated content can be provided in different formats and mediums; text, audio, video and still photographs.
4.3 As part of providing this content to us you agree to grant us a worldwide, irrevocable, non-exclusive and royalty-free license to use, distribute, edit, translate and re purpose such content, as we require, including sub-licensing to other parties. This allows us to place your
content on the appropriate site facilities and let all users, whether registered or not to view your content. It also allows us to compress or alter the size of any files you may post to ensure that they can be readily displayed for other users.
4.4 This license is royalty-free, which means that the content is provided free of charge to us and we will not pay for the content or account for any advertising revenue generated on any facility or on any specific content pages.
4.5 We are not responsible for the accuracy of any content, nor any advertisements or third party website links placed by you or any other users. Any link posted does not imply an endorsement of a third party website by us.
4.6 Such content shall not infringe the intellectual property rights of any other party. Furthermore the content shall not be illegal or capable of breaching the laws of any jurisdiction in which it may be displayed.
4.7 Furthermore if any content is owned by a third party you agree to pay all royalties owed to that party, without seeking any contribution from us.
4.8 We reserve the right to remove any content, which breaches or risks breaching these terms and conditions.
4.9 You are solely responsible for all information that you submit to Weather2Umbrella and any consequences that may result from your posts and pages.
4.9 This license also applies worldwide because the website can be accessed from anywhere in the world, at any time.
5. Intellectual Property Rights – Business Related Content
5.1 Each party grants to the other for the term of this Agreement a non-exclusive, revocable, royalty-free license to use its Business Related Content, name, logos, trade marks, trade names and devices (“Intellectual Property”) subject to the restrictions
noted in the relevant clauses herein and in any promotional and marketing material issued by either party in a manner approved by the party whose Intellectual Property is to be used, such approval not to be unreasonably withheld or delayed.
5.2 Both parties warrant that they have the right to grant or permit the other party to use the logos, trademarks, trade names and devices to the extent required to fulfill the terms of this Agreement.
5.3 Neither party shall make any claim to the other party’s Content, Products or Services during or after the expiry of this Agreement.
5.4 Neither party shall make any claim to the other party’s trademarks or register or cause to be registered or apply for a materially similar trademark or imitation of a trademark during or after the expiry of this Agreement.
5.5 Neither party shall register or cause to be registered any company name which is materially similar to that of the other party.
5.6 On the expiry of this Agreement all licenses referred to in this shall expire and the parties agree to immediately cease use of the Intellectual Property of the other.
6. Content – Monitoring and Access
6.1 We shall not assume any responsibility for auditing or monitoring any user generated content. If at any time we decide to monitor a facility on any occasion it does not mean that we assume responsibility for removing any content or the conduct of any
users.
6.2 Any complaints about such content by rights holders or any user or visitor to our website should be directed to us using our contact details listed at the end of these terms and conditions.
7. Copyright
7.1 We do not condone or encourage in any way the posting of copyrighted or proprietary content or information by any users who are not the legal owners of such content.
7.2 Where notified of such breaches by the owner of such content we will remove the content as soon as practicable. But only where we can reasonably ascertain the true owner of such content.
7.3 If as the owner of such content you believe that your rights have been infringed you should contact us as soon as possible and provide all relevant information in writing.
8. General Content Specifications
8.1 You agree not to do any of the following:
a) Abuse, harass, threaten, stalk, defame or in anyway seek to violate the rights of another user or third party.
b) Publish or seek to distribute any material or information that is unlawful, harmful, obscene, indecent, libelous, profane, defamatory, racist, or in any other way inappropriate or objectionable.
c) Use or harvest data provided by other users in a way that they would object to.
d) Use data provided by other users for purposes other than contacting them via the website.
e) Contact other users in ways they may find inappropriate.
f) Encourage illegal activity or activity that violates the rights of other users or third parties, whether individuals or organizations.
g) Supply or post content calculated to deliberately mislead other users or third parties, including content falsely made to appear from or be endorsed by us.
h) To pose as another user, third party or organization or Weather2Umbrella Ltd employee for the purposes of obtaining user or third party information.
i) To transmit or transfer any viruses, Trojans, worms or any other malicious programs or code intended to spy on, gain control over, disrupt, destroy or in any other way impair any computer hardware or software or any other equipment.
j) Attempt to gain access to our servers or other equipment in order to disrupt, impair, overload or otherwise hinder or compromise the safety, security or privacy of any of the services provided by or relied upon by us and other users.
k) Reframe or re purpose any facility or content on it or remove or obscure any notices or advertising provided by us.
l) Load or provide access to content or link to other content from the website, which infringes the trademark, patent, trade secret or any other proprietary right of a third party or infringes any intellectual property law.
m) Make commercial posts or comment spam or attempt to disguise such spam as content.
n) Send junk or spam email or emails or posts promoting pyramid schemes, chain letters or any other activity that invites users and others to participate in wasting their time and/or money.
o) Use any robot, spider, scraper or other technical means to access the facilities or content within.
8.2 If you breach these Terms & Conditions by sending any unsolicited bulk email, (spam) or any other bulk communications to users your actions will cause harm to us and to the website. Such harm is difficult to quantify and as such you agree to pay us the sum of £50 for each and
every individual email or other communication sent to a user or third party.
8.3 The above list is not intended to be exhaustive. We reserve the right to remove (with or without notice) content and suspend or terminate (with or without notice) the account of any user who in our sole judgment is in breach of the rules or the spirit of the rules.
9. Business Related Content Specifications
9.1 Where the Content, specific to your business, is displayed on the website its use shall be subject to the following restrictions:
9.1.1 This Content shall not be displayed with any content which is offensive, obscene, defamatory or libelous, or
9.1.2 Displayed with any other content which Weather2Umbrella Ltd knows or ought to know infringes the intellectual property rights of a third party.
9.2 Weather2Umbrella Ltd shall further ensure that all the Content is displayed in a clear legible font style and size and that it is displayed on a web page background that does not obscure or render the Content including text links difficult to read.
9.3 Furthermore Weather2Umbrella Ltd shall ensure that the Content displays correctly and has a uniform appearance regardless of the type and version of browser in which it is viewed and regardless of the type of access device on which it is displayed.
9.4 The parties shall agree a timetable and procedure for the updating and maintenance of the Content on the website. Such timetable to include the full contact details of the representatives of both parties in charge of content or website maintenance.
9.5 You reserve the right to withdraw permission for your Content to be displayed on the website on giving 30 days written notice should the conditions in this clause be breached.
10. Co-Branding and Linking
10.1 Any graphic link should only use the graphics supplied by you and in the format supplied by you.
10.2 Any graphics supplied by you shall be displayed in the same or similar display dimensions to any other graphics used for linking to a third party site as displayed on the same web page. Furthermore the graphic shall not be displayed in a manner that distorts the dimensions or
colors of the graphic so as to render it difficult to view or in your opinion dilutes the identity of the logo or could cause confusion to the public. We, Weather2Umbrella Ltd, are free to use a suitable software program to reduce the file size of any graphics so long as the image
quality of the graphic is not visibly altered or reduced.
10.3 Any text link shall be displayed in a font in keeping with the look and feel of the Weather2Umbrella Ltd website on which it is displayed and shall be displayed in a font size no smaller than any other text link to another third party website as displayed on the Weather2Umbrella
Ltd website. The content of such a text link shall consist of any text as may be agreed between the parties that accurately informs the user that they will be transferred to your Weather2Umbrella Ltd website profile page/s or to your own website either completely or within a framed
environment within the Weather2Umbrella Ltd website.
10.4 The parties shall ensure that all links whether graphic or text shall operate correctly and transfer the user to the correct part of the requested website. In the event that any link fails both parties shall take steps to correct the problem within a reasonable period of time
and notify the other party of the correction.
10.5 In recognition that the actions listed below in this clause would impact upon the value and goodwill of either party, the parties agree not to do the following without the express prior written approval of the party to be affected:
10.5.1 Use the website address of the other party or any combination of the other party’s name in keywords contained within the Meta Tags of any web page or repeated multiple times in the coding of any web page; or
10.5.2 Register the website address of the other party or any similar sounding or similarly spelt website address or any combination of it as keywords with any search engine or directory; or
10.5.3 Register any domain name similarly spelt to that of the other party or deliberately mis-spelt.
MEMBERSHIP
11. Responsibilities
11.1 It is your responsibility to ensure that the information you provide is accurate, not misleading and relates to you. You cannot create an account or username & password using the names and information of another person or using words that are the
trademarks or the property of another party (including ours), or vulgar, obscene or in any other way inappropriate.
11.2 You are responsible for maintaining your own username and password, where required to access your account. You should ensure that you store your username and password securely and that the details required to access your account are not provided to another party.
11.3 You are responsible for your account and actions taken within it. If you are aware or suspect that your customer account username and password or other details have become known to a third party, you should inform us immediately.
11.4 Our website is only intended for use by adults. Adults may purchase products for children as long as the products purchased are intended, by the manufacturer, for use or consumption by children.
12. Membership Termination
12.1 We reserve the right to restrict or remove your access to this website where you breach these terms and conditions. Such restriction or removal will take place without recourse, notice or explanation to you where we solely deem it appropriate or
necessary. Various clauses within these Terms & Conditions are designed to survive and continue after termination.
12.2 As a member you can choose to terminate your account at any time.
13. Loss or Deterioration Of Service
13.1 We take all reasonable steps to ensure that all facilities are available and functioning fully at all times. However, we do not accept any responsibility for “down-time” or poor performance of our file servers or where facilities are unavailable for any
other reason, whether within or outside our direct control.
13.2 In the event of system failure, loss of access or deterioration in service the defaulting party shall take all reasonable steps to restore or rectify the service. The non-defaulting party shall not be entitled to any form of compensation, however the defaulting party shall
within a reasonable period of time report to the non-defaulting party the cause of the loss or deterioration in service.
14. Confidentiality
14.1 Both parties shall keep confidential the specific terms of this Agreement and not disclose them save to such employees or contractors as need to know the relevant information for the purposes of performing this Agreement.
14.2 The parties agree that all information marked “Confidential”, or where not marked it is reasonable to judge such information as confidential, shall not be disclosed for a period of 2 years after the expiry of this Agreement, except where such disclosure is required by law or by
order of a court in the jurisdiction of England.
14.3 The parties further agree that all information marked as a “Trade Secret” and reasonably judged to constitute a trade secret shall not be disclosed at any time during or after the expiry of this Agreement, except where such disclosure is required by law or by order of a court in
the jurisdiction of England.
14.4 Confidential information and Trade Secrets shall consist of, but not necessarily be limited to: technical, commercial, financial, operational, marketing or promotional information or data.
GENERAL
15. Data Protection
Both parties shall be registered under and/or observe the Data Protection Act relevant to them, (1984 or 1998 Act) according to when each party first registered and both parties further confirm that they will not rent or sell customer lists and / or contact
details without the customer’s express prior approval. Either party may treat a breach of this clause as a reason for termination of this Agreement in accordance Immediate Termination clause of this Agreement.
16. Limitation of Liability
16.1 Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting from the negligence of either party or their servants, agents or employees.
16.2 Neither party shall be liable to the other under this Agreement in contract, tort, or otherwise (including negligence), pre-contract or other representations (other than fraudulent or negligent misrepresentations) or otherwise for any loss of business, contracts, profits or
anticipated savings or for any indirect or consequential or loss whatsoever.
16.3 You agree to indemnify Weather2Umbrella Ltd against any claims, damages, losses, costs and expenses which Weather2Umbrella Ltd may sustain or incur in relation to any Content, Products or Services which you provide, such indemnity applying in respect of any claims for any breach
of applicable law or regulation or any infringement of any intellectual property rights.
16.4 Weather2Umbrella Ltd agrees to indemnify you, the business member, against any claims, damages, losses, costs and expenses which you may sustain or incur in relation to any Content, Products or Services Weather2Umbrella Ltd provides, such indemnity applying in respect of any
claims for any breach of applicable law or regulation or any infringement of any intellectual property rights.
17. Assignment
Neither party may assign or otherwise transfer this Agreement or any rights, duties and obligations hereunder without the prior consent in writing of the other party.
18. Joint Venture or Partnership
Nothing in this Agreement shall be construed as creating a partnership, joint venture or an agency relationship between the parties and neither party shall have the authority or power to bind the other party or to contract in the name of or create a liability
against the other party.
19. Privacy
We take your privacy seriously. We are registered under and comply with the Data Protection Act 1998. For further details please see our Privacy Policy.
20. Release
If you have a dispute with one or more Weather2Umbrella users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature,
known or unknown, arising out of or in any way connected with such disputes.
21. General
21.1 Failure by either party to enforce any accrued rights under this Agreement is not to be taken as or deemed to be a waiver of those rights unless the waiving party acknowledges the waiver in writing.
21.2 It is hereby declared that the foregoing paragraphs, sub-paragraphs and clauses of this Agreement shall be read and construed independently of each other. Should any part of this Agreement or its paragraphs, sub-paragraphs or clauses be found invalid it shall not affect the
remaining paragraphs, sub-paragraphs and clauses.
21.3 No addition to or modification of any clause in this Agreement shall be binding on the parties unless made in writing and signed by the signatories to this Agreement or their duly authorised representatives.
21.4 This Agreement sets out the entire Agreement and understanding of the parties and is in substitution of any previous written or oral agreements between the parties.
22. Jurisdiction
This Agreement shall be interpreted, construed and enforced in accordance with English law and shall be subject to the exclusive jurisdiction of the English Courts.
