- By using any of the Copyin Services and the Copyin Platform, You expressly agree to be bound by these Terms and all applicable laws and regulations governing the proper use of the Copyin Services and the Copyin Platform. These Terms form a legally binding agreement between You and Copyin and apply to all Copyin Members registered to access the Copyin Services (who may also be contributors of Copyin Member Generated Content (‘CMGC’) posted on the Copyin Platform) or Copyin Visitors as applicable.
- You should read these Terms carefully and ensure that You understand their effect. If You disagree with any part of these Terms, do not use the Copyin Platform. If You violate these Terms, Copyin may terminate Your use of the Copyin Platform, bar You from future use of the Copyin Platform and/or take appropriate legal action against You.
- Copyin reserves the right to make reasonable modifications at any time with or without notice, effective immediately upon posting on the Copyin Platform. If We make a material change, We shall provide You with a notice of this the next time You log in to the Site or provide You with notice of the change(s) by email using the email associated with Your Copyin Account. You agree that Copyin will treat Your use of the Copyin Services and the Copyin Platform as acceptance of the Terms including Your continued use subsequent to any changes.
- By accessing or using the Copyin Services, You hereby affirm that you are at least eighteen (18) years of age and have the capacity to legally contract with Copyin.
- Copyin facilitates an online, on-demand venue enabling Copyin Members to inter alia collaborate and communicate with each other by messaging and setting up and organising discussions with multiple participants or group members contributing to the Group. Subject to Your compliance with the Terms herein and any applicable termination provisions, Copyin hereby grants to You a non-exclusive, non-transferable right to use the Copyin Services during the Subscription Term applicable to the Copyin Customer and Copyin Account. The Copyin Services means Copyin’s on-demand communication and collaboration solution inclusive of the Software and shall include those features set out on the Copyin Platform which may change from time to time (the ‘Copyin Services’).
- Copyin undertakes that the Copyin Services will be performed with reasonable skill and care.
- The undertaking at Clause 2.2 shall not apply to the extent of any non-conformance which is caused by Your use of the Copyin Services contrary to the terms of the Licence, or modification or alteration of the Copyin Services by any party other than Copyin or Copyin’s duly authorised contractors or agents. If the Copyin Services do not conform with the foregoing undertaking, Copyin will, at its expense, use reasonable commercial endeavours to correct any such non-conformance promptly. Such correction constitutes Your sole and exclusive remedy under these Terms for any breach of the undertaking set out in Clause 2.2.
- These Terms shall not prevent Copyin from entering in to the same or similar terms with third parties, or from independently developing, using, selling or licensing services which are similar to those provided hereunder.
- Copyin warrants that it has and will maintain all necessary licences, consents and permissions necessary for the performance of its obligations hereunder.
COPYIN PLATFORM REGISTRATION
- In order to gain access to the Copyin Platform, a Copyin Customer shall be required to input some information in to an online registration form in order to become a registered Copyin Customer. Your initial registration shall assign You the role of a Copyin Primary Administrator by default. You will attain a Copyin Login and access to Your Copyin Customer Account. All details submitted by You must be true, accurate, complete and kept up-to-date. If You are entering into the Licence on behalf of a company or other legal entity, You represent that You have the authority to bind such entity and all its Copyin Members (including Copyin Administrators) to the terms of this Licence. As a Copyin Customer and Copyin Primary Administrator, Your Copyin Login credentials can be used to send Copyin Invites to potential Copyin Secondary Administrators and Copyin End Users. Upon successfully signing up, each person who accepts a Copyin Invite shall attain their own Copyin Login and Copyin Member Account under the principal Copyin Customer Account.
- As a Copyin Member, You hereby acknowledge that You will be able to see the Profile Information of each other Copyin Member and they shall be able to see Your Profile Information. The Copyin Customer shall be solely responsible for its own acts and omissions when using the Copyin Customer Account and for the acts and omissions of all other Copyin Members who have been invited in to a Group pertaining to the Copyin Customer’s Copyin Subscription Package.
- The registration information that You provide to Copyin may be verified internally. It is in Copyin’s absolute discretion to decide if You qualify as a Copyin Member for the purposes of creating a Copyin Group.
- Upon successful registration, a Copyin Account will be automatically activated and a unique Copyin Login will be created by You during the process which You may change. Please ensure that You keep Your Copyin Login details relevant to the Copyin Platform and the Copyin Services confidential and do not reveal it to anyone else. Copyin will not be liable where a Copyin Login is unlawfully used by You or another. You agree to notify Copyin immediately by email to [email protected] of any such unauthorised use.
COPYIN CUSTOMER OBLIGATIONS
- Each Copyin Member shall:
- provide Copyin with:
- all necessary co-operation in relation to these Terms; and
- all necessary access to such information as may be required by Copyin;
- comply with all applicable laws and regulations with respect to its activities under these Terms;
- carry out all other Copyin Member responsibilities set out in these Terms in a timely and efficient manner;
- ensure that the Copyin Services are used in accordance with these Terms and solely for lawful purposes;
- comply with all codes of conduct, platform policies, storage limitations and all requests of Copyin; and,
- be solely responsible for procuring and maintaining Your network connections (which shall comply with the relevant specifications provided by Copyin from time to time) and telecommunications links from Your systems to Copyin's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to Your network connections or telecommunications links or caused by the internet.
in order to provide the Copyin Services.
COPYIN CONTENT, INTELLECTUAL PROPERTY & IP LICENCES
- With the exception of CMGC submitted to the Copyin Platform by You in respect of Your Profile Information and the Copyin Group that You are involved in, all other content and the selection and arrangement of such content on the Copyin Platform constitutes ‘Copyin Content’ and is either owned by, or licensed to, Copyin and is subject to copyright, trade mark rights, and other Intellectual Property Rights of Copyin and the licensors of Copyin. Such Copyin Content is protected by UK copyright laws and international laws. Any third party trade or service marks present in Copyin Content not uploaded or posted by You are trade or service marks of their respective owners. Copyin Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited by You for any other purpose whatsoever without the prior written consent of Copyin or, where applicable, the licensors of Copyin. Copyin and/or its licensors reserve all rights not expressly granted in and to their Copyin Content.
When using the Copyin Platform to access the Copyin Services, if You make use of a feature that allows You to publish any CMGC to and/or via the Copyin Platform, You automatically grant:
- to Copyin a worldwide, irrevocable, exclusive, royalty-free, perpetual, transferable licence (with right to sub-license) to use, transmit, store, copy, record, publish, distribute, prepare derivative works of, back-up (using third party service providers) display and perform all that CMGC, or any part of it, and the Intellectual Property Rights therein, in connection with the provision of the Copyin Services; and,
- to each Copyin Member who is entitled to input CMGC on to the Copyin Platform on Your behalf pursuant to any terms in the Licence, a worldwide, exclusive, royalty-free licence to use, transmit, reproduce, distribute, publish, prepare derivative works of, display and perform such CMGC to the extent permitted by the functionality of the Copyin Services and under the terms of this Licence (or any other applicable terms).
- You understand and agree that You are solely responsible for Your own CMGC and the consequences of posting or publishing it. A Copyin Customer shall be responsible for procuring that its Copy Administrator and Copyin End Users comply with all the Terms herein. Copyin do not claim ownership of the CMGC You submit or make available for inclusion on the Copyin Platform. You retain all of Your ownership rights in Your CMGC but You grant the limited IP Licences set out in Clause 5.2. For the avoidance of doubt, nothwithstanding the fact that You may no longer be a Copyin Member or be part of one or more Copyin Groups, all of Your CMGC shall continue to be used for the benefit of the Copyin Platform in accordance with the IP Licences at Clause 5.2. Any removal shall be at Copyin’s sole discretion.
- Copyin makes no representation or warranty as to the validity or enforceability of the Intellectual Property Rights persisting in any Copyin Content.
- In the event that You send Copyin feedback or suggestions regarding the Copyin Services, You grant to Copyin an unlimited, irrevocable, perpetual, free licence to use the same for any purpose without any obligation to You.
You shall not:
- copy Copyin Content or any part of any of it or make any use of, or otherwise exploit, any Copyin Content save as expressly permitted pursuant to the Terms herein; or,
- modify, adapt, develop, create any derivative work, reverse engineer, decompile, disassemble or carry out any act otherwise restricted by copyright laws.
- Other than any licences expressly granted herein, neither party grants any licence of, right in or makes any assignment of any of its Intellectual Property Rights.
- We will terminate Your privileges if You use the Copyin Platform to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, if You submit CMGC to the Copyin Platform You must ensure that the CMGC You upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). If You use the Copyin Platform as an instrument of unlawful infringement, We will terminate Your rights to use and/or access the Copyin Platform (and/or take appropriate legal action against You).
SUBSCRIPTION FEES CHARGED TO THE COPYIN CUSTOMER
- As a Copyin Customer, You shall pay the Subscription Fees as they fall due in accordance with the applicable Copyin Subscription Package purchased and this Clause 6. Such shall be automatically renewable according to the period of the subscription.
- If Copyin does not receive payment as such falls due and without prejudice to any other rights and remedies of Copyin:
- Copyin may, without liability to You, disable Your Copyin Login to the Copyin Member Account and suspend access to all or part of the Copyin Services (including the SAMSSs as applicable to a Copyin Customer) and Copyin shall be under no obligation to provide any or all of the Copyin Services while the invoice(s) concerned remain unpaid; and,
- interest shall accrue on such overdue amounts at an annual rate equal to 4% over the then current base lending rate of the Bank of England at the date the relevant invoice was issued, commencing on the payment due date and continuing until fully paid, whether before or after judgment.
- In the event of any invoice dispute, You shall pay the amount in full pending the resolution of any dispute and Copyin shall pay any adjustment due immediately upon any resolution.
- All Subscription Fees payable under these Terms shall be payable in the currencies permitted by the Copyin Platform and are non-refundable. As a Copyin Customer, You must ensure that You have read and understood what Your Copyin Subscription Package offers to You and ensure that it suits Your requirements before purchasing it.
- You agree to pay all amounts due in full and You shall not be entitled to assert any credit, set-off or counterclaim against Copyin in order to justify withholding payment of any such amount in whole or in part for any reason whatsoever.
- The Subscription Fees are subject to review and increase by Copyin at any time upon sixty (60) calendar days’ prior notice (‘Fee Notice Period') If You do not wish to accept the increase, You may terminate Your use of the Copyin Services on notice to Copyin (such notice to be served during (and prior to the expiry of) the Fee Notice Period).
GENERAL RESTRICTIONS ON USE
- Subject to the following express restrictions, Copyin grants You permission to access and use the Copyin Platform and the Copyin Services. You may view Copyin Platform pages, download Copyin Platform pages (for caching purposes only) and print Copyin Platform pages (excluding Copyin Platform images) and retain a copy of the same solely for Your own personal, non-commercial use. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of these Terms on Your part. You agree:
- not to sell, license, rent, distribute or otherwise exploit any Copyin Content for any other purposes without the prior written consent of Copyin or the respective licensors of the Copyin Content;
- impersonate any person or entity, including, but not limited to, a Copyin employee, Copyin Administrator, Copyin End User or other Copyin Member, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of the Copyin Platform or the Copyin Services including but not limited to any Copyin Content, in any medium without Copyin’s prior written authorisation or unless Copyin makes available (and expressly known) the means for such activity through the functionality offered by the Copyin Services;
- not to establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
- not to establish a link to the Copyin Platform in any website that is not owned by You and authorised by Copyin;
- not to manipulate identifiers in order to disguise the origin of any of Your CMGD;
- not to alter or modify any part of the Copyin Platform or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
- not to access Copyin Content through any technology or means other than the Copyin Platform or such other means as Copyin may explicitly designate for this purpose;
- not to access or attempt to use the Copyin Login of other Copyin Members or penetrate or attempt to penetrate Copyin’s security measures;
- not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Copyin Platform or features that (i) prevent or restrict use or copying of Copyin Content; or, (ii) enforce limitations on the use of the Copyin Services or the accessible Copyin Content;
- not to use the Copyin Platform to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, Viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;
- not to attempt to gain unauthorised access to the Copyin Platform, the server on which the Copyin Platform is stored or any server, computer or database connected to the Copyin Platform or assist third parties to do the same;
- not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to the Copyin Platform;
- not to attack the Copyin Platform via a denial-of-service attack or a distributed denial-of service attack;
- access all or any part of the Copyin Services in order to build a product or service which competes with the Copyin Services; and
- attempt to obtain, or assist third parties in obtaining, access to the Copyin Services, other than as provided under this Clause.
By breaching certain provisions above, 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 the Copyin Platform will cease immediately. You are responsible for configuring Your information technology, computer programmes and platform in order to access the Copyin Platform and You should use Your own Virus protection software.
- The following is a partial list of content which is illegal or prohibited on the Copyin Platform. You agree that You will not submit any CMGC to the Copyin Platform or in any way connected with the Copyin Platform, that:
- is offensive to the online community, such that it promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- is content in breach of any applicable laws and regulations including any applicable codes or guidance of any governmental, non-governmental or other applicable regulatory organisation;
- is content which could be harmful to minors or vulnerable adults;
- could be seen to incite abusive behaviour to another person or harasses or advocates harassment of another person;
- involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming";
- promotes information that You know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
- promotes an illegal or unauthorised copy of another person's copyrighted work or links to them;
- contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
- displays pornographic or sexually explicit material of any kind;
- provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits Personal Data from anyone under 18;
- provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer Viruses;
- solicits passwords or personal identifying information for commercial or unlawful purposes from other Copyin Members; or,
- engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes.
- In respect of any Personal Data (as defined in the Data Protection Law) incorporated in to:
- any CMGC; or,
- Copyin Content; processed by Copyin or a Copyin Administrator pursuant to these Terms (together, ‘Data’), where applicable, each party warrants that it:
- has made all necessary notifications of its particulars in accordance with the Data Protection Law and any regulations made thereunder and all details supplied to the data protection registrar in relation to each application are accurate and complete;
- complies and will continue to comply with the Data Protection Law and any regulations made; and,
- will co-operate fully in complying with any subject access requests made pursuant to the Data Protection Law.
- You shall not transfer or store Personal Data outside the European Economic Area (EEA)/ UK without the consent of Copyin.
- You shall (so far as is reasonably practical) ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all Data Protection Law.
- Each Party shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage.
- As a Copyin Administrator, You will use the Copyin Platform only in compliance with all Data Protection Law, and (without limiting the generality of the foregoing) You shall ensure (where applicable) that You include in any Electronic Mail marketing communications that You may be entitled to issue to Copyin End Users (to the extent the Copyin Platform permits such functionality), a mechanism to provide the recipient Copyin End User with the right to ‘opt out’ from receiving further marketing communications from You and You shall ensure that You honour such opt out preferences and communicate the same to Copyin where applicable. Such opt out must include a warning that opting out will affect the ability of the Copyin End User to access and use some or all features of the Copyin Platform where such may be the case.
- Subject to all Data Protection Law and the terms of the Copyin Privacy Statement , each Copyin Member who uploads any CMGC to the Copyin Platform that contains Personal Data shall do so at their own risk and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the all CMGC whether or not it incorporates Personal Data. You agree to use the Copyin Platform only in compliance with Data Protection Law.
- In the event of any loss or damage to CMGC, Your sole and exclusive remedy shall be for Copyin to use its reasonable commercial endeavours to restore the lost or damaged CMGC from the latest back-up of the same maintained by Copyin or its third party hosting provider. Copyin shall not be responsible for any loss, destruction, alteration or disclosure of CMGC caused by any third party (except those third parties sub-contracted by Copyin to perform services related to the maintenance and back-up of the same).
- It is important to note that certain types of Sensitive Personal Data could possibly be shared on the Copyin Platform which may consist of racial or ethnic origin, political opinion, religious or other beliefs of a similar nature, trade-union membership, physical or mental health or condition, sex life, the commission or alleged commission by them of any offence, any proceedings for any offence committed or alleged to have been committed by them and the disposal of such proceedings or the sentence of any court in such proceedings. You must be mindful at all times as to with whom You share Your Personal Data (which includes Sensitive Personal Data) within the Copyin Group in which You are a contributing Copyin Member. Do not share anything that You do not want others within Your Copyin Group to know.
- You agree to indemnify and keep indemnified and defend at Your own expense Copyin against all costs, claims, damages or expenses incurred by Copyin or for which Copyin may become liable due to any failure by You in respect of Your compliance with Data Protection Law.
- You hereby grant Copyin a non-exclusive, royalty-free licence to analyse the CMGD and to create other data anew for its own business purposes provided that the derived data concerned is anonymised so that it cannot be used to identify any individual (‘Anonymised Data’). All Anonymised Data and all Intellectual Property Rights in the same shall be owned by Copyin. Copyin shall have the right to copy, adapt, use and exploit the Anonymised Data in any way it sees fit, without any obligation or liability to You.
Save as is otherwise required by law or any regulatory authority, each Copyin Member undertakes to other Copyin Members when using the Copyin Services that it shall keep secret and shall not without the prior written consent of the other party disclose to any third party any Confidential Information learned by the recipient party or disclosed to the recipient party by the disclosing party pursuant to, or otherwise in connection with, the Terms herein, except to the extent that any Confidential Information is:
- expressly authorised to be disclosed by the disclosing party;
- (otherwise than by breach of the Terms herein) in the public domain;
- in the possession of the recipient party other than pursuant to disclosure from the other party;
- independently developed by the receiving party, which independent development can be shown by written evidence; or,
- required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
To the extent that it is necessary to implement the Terms herein, the recipient party may disclose Confidential Information to its direct personnel as may reasonably be necessary for the sole purposes of using the Copyin Platform and Copyin Services provided that the recipient party shall:
- before disclosure, make such personnel aware of their obligations of confidentiality hereunder; and,
- at all times procure compliance with such obligations of confidentiality.
- Each party shall hold the other's Confidential Information in confidence and, unless required by law (or required to enforce these Terms or to protect the rights of Copyin, or to respond to claims that Your CMGC infringes third party rights) not make the other's Confidential Information available to any third party, or use the other's Confidential Information for any purpose other than for the successful use of the Copyin Services.
- The obligations in this Clause 10 shall survive for perpetuity.
- Save as is otherwise required by law or any regulatory authority, each Copyin Member undertakes to other Copyin Members when using the Copyin Services that it shall keep secret and shall not without the prior written consent of the other party disclose to any third party any Confidential Information learned by the recipient party or disclosed to the recipient party by the disclosing party pursuant to, or otherwise in connection with, the Terms herein, except to the extent that any Confidential Information is:
AVAILABILITY AND SECURITY OF THE COPYIN PLATFORM
Where You are a Copyin Customer who has subscribed to, and paid for, a relevant Copyin Subscription Package, You acknowledge and agree that the SAMSSs shall govern the availability of the Copyin Services as well as the maintenance and support of the same to which You shall be entitled.
Clauses 11.2 – 11.5 apply to all Copyin Members (as defined).
- Copyin shall use reasonable efforts to ensure that scheduled maintenance downtime is kept to a minimum in accordance with industry standards and, where possible, scheduled downtime shall be completed outside of normal UK working hours.
- Copyin is entitled to make such changes to the specification, functionality and features of the Copyin Platform it desires at its entire sole discretion but shall provide notice of the same to You where necessary.
- Unscheduled emergency maintenance may be required at any time. Copyin agrees, however, to use all reasonable efforts to keep emergency maintenance to a minimum and reduce the effects of any emergency maintenance required.
Copyin does not warrant the validity and accuracy of information on the Copyin Platform or otherwise as part of the Copyin Services or that the same is kept up-to-date. The Copyin Platform and its content and the Copyin Services are delivered on an "as-is" and "as-available" basis. Copyin shall use reasonable endeavours to ensure that the Copyin Services and any information it holds on You are kept secure. Copyin is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Copyin Services may be subject to limitations, delays and other problems inherent in the use of such communications facilities. Copyin does not represent or warrant to You that:
- Your use of the Copyin Platform and the Copyin Services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the Copyin Platform or any content or link on them;
- Your use of the Copyin Services will meet Your requirements;
- any information obtained or downloaded by You as a result of Your use of the Copyin Services will be accurate, reliable or free of Viruses or contamination or destructive features;
- Your shared CMGC will not be used by a third party in various ways;
- there will not be any defects in the operation or functionality of any part of the Copyin Services; and,
- those who intentionally attempt to and/or gain unauthorised access to the Copyin Platform by means such as, without limitation, computer hacking will not be successful.
- Where You are a Copyin Customer who has subscribed to, and paid for, a relevant Copyin Subscription Package, You acknowledge and agree that the SAMSSs shall govern the availability of the Copyin Services as well as the maintenance and support of the same to which You shall be entitled.
HYPERLINKS AND SEARCH RESULTS
The Copyin Platform may contain hyperlinks or produce search results that reference or link to third party sites throughout the World Wide Web. These are provided for Your ease of reference only and Copyin do not endorse such websites or accept any responsibility for the content of such websites and cannot therefore guarantee, represent or warrant that the content contained in the websites is accurate, legal and/or inoffensive or that they will not contain Viruses or otherwise impact Your computer. By using the Copyin Platform to search for, or link to, another website You agree and understand that You may not make any Claim against Copyin for any damages or Losses whatsoever resulting from Your use of the Copyin Platform to obtain search results or to link to another website. Copyin advises You to read the terms and conditions including the privacy, cookie and other website policies of any other website that You visit. Copyin will not be liable for any Loss or damage that may arise from Your use of such links.
DURATION, SUSPENSION AND TERMINATION
- These Terms shall commence upon Your successful sign-up (‘Effective Date’) and subject to other termination provisions herein, shall continue for however long the Subscription Term subsists as applicable to the relevant Copyin Subscription Package purchased by the Copyin Customer.
- As a Copyin End User, if You want to be removed from a Copyin Group, please email the Copyin Primary Administrator whose email address can be found on the Copyin Platform. In order to have Your Copyin Member Account deactivated, please contact Copyin at [email protected].
As a Copyin Customer, without prejudice to any other rights or remedies to which You may be entitled, Copyin may terminate these Terms immediately without liability to You if:
- You commit a material breach of any of the Terms herein which breach is irremediable or (if such a breach is remediable) fail to remedy that breach within a period of fourteen (14) days after being notified by Copyin in writing to do so; or,
- You become insolvent or are otherwise unable to pay Your debts as they fall due.
- As a Copyin Member, Copyin reserves the right to deactivate and delete one or more of the privileges applicable to Your Copyin Member Account and terminate these Terms at any time for any reason, or no reason, with or without notice and after a six (6) month long continuous period of inactivity. In the event that the Copyin Customer’s Subscription Package has expired or the Copyin Customer Account is terminated for any reason, Your Copyin Member Account shall automatically expire.
On termination of these Terms for any reason:
- the access to the Services granted under this Agreement shall immediately terminate;
- You shall make no further use of the Copyin Platform;
- subject to Data Protection Law, Copyin shall be under no obligation to maintain or delete Your CMGC.
- You acknowledge that Copyin has no obligation to monitor any CMGC provided by Copyin Members. You further understand and agree that in Copyin’s sole discretion, and without prior notice, Copyin may terminate its Licence with You and may therefore choose to suspend or terminate Your access to the Copyin Platform and the Copyin Services at any time or exercise any other remedy available and modify or delete any Inappropriate Content, if Copyin believes that the CMGC You have provided is inconsistent with the Licence or has violated the rights of Copyin or a Copyin Member. You are solely responsible for, and bear the legal risk associated with, such CMGC anywhere in the world and shall indemnify Copyin against any and all Losses arising from any breach of this Clause 13.6. Copyin may release Copyin Member information if required by law or subpoena, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity.
- You agree that monetary damages may not provide a sufficient remedy to Copyin for violations of these Terms and You consent to injunctive or other equitable relief for such violations.
- You acknowledge and agree that to improve the Copyin Platform and the Copyin Services, Copyin may stop (permanently or temporarily) providing the Copyin Services (or any features within the Copyin Services) to You generally at Copyin’s sole discretion, with or without prior notice to You.
COPYIN MEMBER WARRANTIES
- You represent and warrant that:
- You have (and will continue to have whilst Your CMGC remains posted on the Copyin Platform) all necessary licences, rights, consents, and permissions which are required to enable Copyin to use or display Your CMGC in the manner contemplated by these Terms;
- You are happy to share Your CMGC with other Copyin Members of the Copyin Group in which You are involved in in accordance with the Copyin Privacy Statement as the case may be who register to access the Copyin Platform where applicable;
- You will not post nor upload any CMGC which contains material which is unlawful for You to possess, or which it would be unlawful for Copyin to use or possess in connection with the Copyin Platform and the provision of the Copyin Services;
- the CMGC that You submit to Copyin will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless You have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant the IP Licences referred to in Clause 5.2 above; and,
- You shall comply with all Your obligations hereunder when using the Copyin Platform to access the Copyin Services in respect of General Restrictions on Use (Clause 7) and Prohibited Content (Clause 8).
Nothing in this Clause 15 shall exclude or restrict liability for:
- fraudulent misrepresentations;
- any liability where the law does not permit such exclusion of liability; and,
- death or personal injury arising from negligence.
- Subject to Clause 15.1 and 15.8, Copyin shall not be liable in contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising hereunder.
Subject to Clause 15.1, Copyin shall not be liable to You as a result of:
- any breach by You of these Terms or breach of warranty by You or Your acts or omissions including Your use of, or inability to use, the Copyin Platform and the Copyin Services;
- any reliance placed by You on the completeness, accuracy or existence of any Copyin Content or CMGC;
- any changes which Copyin may make to the Copyin Services, or for any permanent or temporary cessation in the provision of the Copyin Services (or any features within the Copyin Services);
- the deletion of, corruption of, or failure to store, any CMGC and other communications data maintained or transmitted by or through Your use of the Copyin Services;
- the availability of third party sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources; or,
- the acts, omissions and conduct of any Copyin Members in connection with, or connected to, or otherwise related to the Copyin Group in which You are a contributor, Your use of the Copyin Platform and the Copyin Services.
Copyin's total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of these Terms:
- in respect of the Copyin Customer only, shall be limited to a maximum of six (6) months Subscription Fees, calculated by reference to the fees payable in respect of the relevant Subscription Package purchased by the Copyin Customer (save for in respect of uptime/ availability in respect of which the SAMSSs shall apply and shall provide for the sole remedy);
- in respect of any Copyin Member (other than the Copyin Customer) and subject to Clause 9.7, Your sole and exclusive remedy under the Terms in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with any failure on the part of Copyin to comply with its obligation set out at Clause 2.2 shall be as provided for in Clause 2.3 and no other remedies shall exist.
- The limitations on Copyin’s liability to You in this Clause 15 shall apply whether or not Copyin has been advised of, or should have been aware of, the possibility of any such Losses arising.
- No party shall be in breach of any of its obligations hereunder which arise or occur due to the act, omission, or default of any other party including the other party’s failure to comply with any of its obligations hereunder.
You shall indemnify and hold harmless Copyin on demand, and shall keep Copyin fully and effectively indemnified against any and all Losses incurred by, or asserted against Copyin, arising out of or in connection with:
- any breach of Your Copyin Member warranties at Clause 14 (other than and to the extent that any Losses arise directly from breach of these Terms by Copyin or through Copyin’s negligence);
- any action or Claim that any part of the CMGC uploaded by You to the Copyin Platform is infringing the Intellectual Property Rights of a third party or is deemed Inappropriate Content; or,
- any complaint made by another Copyin Member about You.
- Except as expressly set out in these Terms, Copyin gives no warranties and excludes all other express or implied terms, conditions and warranties to the fullest extent permitted by law.
- Nothing in this Clause 15 shall exclude or restrict liability for:
ENTIRE AGREEMENT/ SEVERABILITY
These Terms shall be personal to You and You may not assign, transfer, lease or delegate all or any of Your rights and obligations, without the prior written consent of Copyin. Copyin reserves the right to assign or transfer all or any of its rights and obligations under these Terms to any companies in the same group as Copyin or any other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or will be posted on the Copyin Platform.
You agree to comply with all reasonable and lawful instructions of Copyin in relation hereto.
Neither party shall have any liability to the other party hereunder if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm, provided that the affected party has notified the other party of such an event and its expected duration.
If any one or more of the provisions herein should be held to be invalid, illegal or unenforceable in any respect, the validity and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired and Copyin shall amend these Terms to add a new provision having an effect as near as legally permissible to the one held to be invalid, illegal or unenforceable.
These Terms are not intended to create any partnership or joint venture relationship between You and Copyin or authorise any party to act as agent for the other party, and no party shall have the authority to act in the name of, or on behalf of, or otherwise to bind the other party in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).
Failure by either Copyin or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
THIRD PARTY RIGHTS
You may enforce these Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999. Except as provided above, these Terms do not create any rights enforceable by any person who is not a party to it under the Act, but do not affect any right or remedy that a third party has which exists or is available apart from that Act.
LAW AND JURISDICTION
If You are not happy with the way Copyin deal with any dispute or disagreement between You and Copyin and You want to take court proceedings, You must do this within England. Relevant English law will apply to the Licence and the relevant courts of England and Wales will have exclusive jurisdiction in relation to these Terms.
In these Terms (except where the context otherwise requires) the following words shall have the following meanings:
Anonymised Data: as referred to in Clause 9.11.
Claim(s): means all demands, claims and liability (actual and consequential and direct and indirect and whether known and unknown, suspected and unsuspected, disclosed and undisclosed, criminal or civil, in contract, tort or otherwise) for all Losses including any other expenses of any nature whatsoever.
CMGC: refers to content which is provided or generated by a Copyin Member when accessing and using the Copyin Services and which is uploaded, embedded or otherwise displayed and/or stored on the Copyin Platform by You for any purpose which may include but are not limited to Profile Information, text, articles, images, graphics, photos, stories, audio, video, software, audio-visual combinations, interactive features and other advertising materials in any form, medium or technology now known or hereinafter developed (which may or may not include Personal Data).
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in Clause 10.
Copyin Administrator: refers to a Copyin Primary Administrator and/ or a Copyin Secondary Administrator.
Copyin Content: the content including all Intellectual Property Rights residing on the Copyin Platform in addition to the content inputted by Copyin from time to time for the purpose of using the Copyin Services or facilitating the Copyin Services (which may or may not include Personal Data).
Copyin Customer: refers to the Primary Subscriber who initially sets up the Copyin Customer Account, subscribes to the Copyin Services and adopts the role of a Copyin Primary Administrator.
Copyin Customer Account: refers to the subscriber account set up by the Copyin Customer.
Copyin Customer Intellectual Property: refers to Copyin Customer’s trademarks, business names and branding displayed or to be displayed on the Copyin Platform as well as any relevant CMGC of the Copyin Customer.
Copyin End User: refers to either a Copyin Secondary Administrator or any other person who has accepted an invitation to join an existing Copyin Group already created by a Copyin Administrator.
Copyin Group: refers to the group put in place via the Copyin Platform.
Copyin Invite: refers to an email invitation issued to a Copyin End User to join a Copyin Group in any one capacity.
Copyin Login: refers to the unique login created by a Copyin Member upon registration to access the Copyin Platform.
Copyin Member: refers to any party who can register on the Copyin Platform i.e. Copyin Administrators, and Copyin End Users excluding Copyin Visitors.
Copyin Member Account: refers to the online account accessible by way of a Copyin Login (which shall include the Copyin Customer Account where applicable).
Copyin Platform : refers to the Copyin platform accessible via the Website inclusive of the Copyin Software.
Copyin Primary Administrator: refers to a Copyin Customer acting in the capacity of the Copyin Administrator of a Copyin.
Copyin Services: the services provided by Copyin via the Copyin Platform under this Licence.
Copyin Software: the online proprietary software application integrated in to the Copyin Platform.
Copyin Subscription Package: refers to the software as a service (SaaS) subscription package purchased by the Copyin Customer.
Copyin Visitor: refers to a party who is not yet a Copyin End User authorised to use the Copyin Platform but who may browse the Copyin Platform to a limited extent.
Data Protection Law: refers to the Data Protection Act 1998 and EU data protection regulation 2016/679 together with any other applicable regulations, orders, code of practice and guidance.
Effective Date: as referred to in Clause 13.1 which is the date from when these Terms apply to You.
Inappropriate Content: means any material of any nature which is or which contains material which: (a) is in contravention of any law, statute, regulation, directive and/or subordinate legislation; and/or (b) is defamatory, libellous, obscene, unlawful or which would, if published, be in contempt of court; and/or (c) material which infringes the Intellectual Property Rights of a third party; and/or (d) is a Virus.
Intellectual Property Rights: patents, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
IP Licences: refers to the licences set out at Clause 5.2.
Losses : claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.
Personal Data : has the meaning set out in section 1(1) of the Data Protection Act 1998.
Profile Information: refers to information such as name, email, picture, what digest the Copyin Member is on, how many messages the Copyin Member has sent, how often they have logged in and what method they used to log in.
Sensitive Personal Data: has the meaning set out in section 2 of the Data Protection Act 1998.
Subject Access Request(s): means a written request made in accordance with section 7 of the Data Protection Act 1998.
Subscription Fees: refers to the fees payable by the Copyin Customer in respect of the Copyin Subscription Package purchased.
Virus: any thing or device (including any software, code, file or program) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any program or data, including the reliability of any program or data (whether by re-arranging, altering or erasing the program or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
Website: the website accessible via the domain www.copyin.com or such alternative or sub-domain domain designated by Copyin from time to time.