1.1 User(s) means any individual or business entity/organization that legally operates in the United Kingdom or in other countries, uses and has the right to use the services as promoted by the Company.
1.2 Our services are available only to those individuals or companies who can form legally binding contracts under the applicable law. Therefore, user(s) must not be a minor as per the law of United Kingdom, i. e. user(s) must be at least 18 years of age to be eligible to use our services.
1.3 The Companyadvises its users to abide by the governing laws of the United Kingdom while accessing the website.The Company is not responsible for the possible consequences caused by your behaviour during use of website.
1.4 The Company may, in its sole discretion, refuse the service to anyone at any time. The service is not available to temporarily or indefinitely suspended members of website.
2.1 This agreement applies to all services offered on the website, collectively with any additional terms and condition that may be applicable to the specific service used/accessed by user(s).
c) Email Address
d) Date of Birth
2.2 In the event of a conflict or inconsistency between any provision of the terms and conditions mentioned herein with those of the particular service, the provisions of the terms and conditions applicable to such specific services shall prevail.
3.1 The Companymay change, modify, amend, or update this agreement from time to time without any prior notification to user(s) and the amended and restated terms and conditions of use shall be effective immediately on posting. If you do not adhere to the changes, you must stop using the service. Your continuous use of the service will signify your acceptance of the changed terms.
4.1 The Company is the sole owner or lawful licensee of all the rights to the website and its content. Website content means its design, layout, text, images, graphics, sound, video etc. The website content embody trade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the website and its content shall remain with the Company, its affiliates or licensors, as the case may be.
4.2 All rights, not otherwise claimed under this agreement or by the Company, are hereby reserved. The information contained in this website is intended, solely to provide general information for the personal use of the reader, who accepts full responsibility for its use. The Companydoes not represent or endorse the accuracy or reliability of any information, or advertisements (“content”) contained on, distributed through, or linked, downloaded or accessed from any of the services contained on this website, or the quality of any products, information or other materials displayed, or obtained by you as a result of an advertisement or any other information or offer in or in connection with the service.
4.3 We accept no responsibility for any errors or omissions, or for the results obtained from the use of this information. All information in this website is provided "as is" with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limited to warranties of performance, merchantability and fitness for a particular purpose. Nothing herein shall to any extent substitute for the independent investigations and the sound technical and business judgment of the user(s). In no event shall the Companybe liable for any direct, indirect, incidental, punitive, or consequential damages of any kind whatsoever with respect to the service, the materials and the products. User(s) of this site must hereby acknowledge that any reliance upon any content shall be at their sole risk.
4.4 The information presented here has been compiled from publicly aired and published sources. The Companyrespects these sources and is in no way trying to infringe on the respective copyrights or businesses of these entities. The Company reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in any portion of the service or the materials.
4.5 “S4” and related icons and logos are registered trademarks or trademarks or service marks of the Company in various jurisdictions and are protected under applicable copyright, trademark and other proprietary rights laws. The unauthorized copying, modification, use or publication of these marks is strictly prohibited.
4.6 All content on this website is the copyright of the Comapnyexcept the third party content and link to third party website on our website.
4.7 In addition, use of the content for any purpose not expressly permitted in this Agreement is prohibited and may invite legal action. As a condition of your access to and use of the Company‘s services, you agree that you will not use the website service to infringe the intellectual property rights of others in any way.
5.1 URL's/Sub-Domain Names, if any, assigned by the Companyto its users (which includes both paid and free) is the exclusive property of the Company and it cannot be assumed to be permanent in any case. The Company reserves the right, without prior notice, at any point of time, to suspend or terminate or restrict access to or edit the URL's/Sub domain names.
5.2 In such case, the Company will not be liable to any party for any direct, indirect, special or other consequential damages, including, without limitation, any lost profits, business interruption or otherwise.
6.1 Links to third party sites are provided by website as a convenience to user(s) and the Companyhas not have any control over such sites i.e content and resources provided by them.
6.2 The Company may allow user(s) access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such Third Party's website. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites in order to be aware of the terms and conditions of your use of such sites.
6.3 The Company believes that user(s) acknowledge that the Company has no control over such third party's site, does not monitor such sites, and the Companyshall not be responsible or liable to anyone for such third party site, or any content, products or services made available on such a site.
7.1 The Company reserves the right to limit, deny or create different access to the website and its features with respect to different user(s), or to change any of the features or introduce new features without prior notice.
9.1 The features and services on the website are provided on an “as is” and “as available” basis, and website hereby expressly disclaims any and all warranties, express or implied, including but not limited to any warranties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded.
9.2 The Company makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, and stability, completeness of any information provided on or through the website.
9.3 The Company does not represent or warranty that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the website does not violate any third party rights; and the Company makes no representations or warranties of any kind concerning any product or service offered or displayed on the website. Any material downloaded or otherwise obtained through the website is done at your sole discretion and risk and you are solely responsible for any damage to your computer system or loss of data that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from website or through or from the website shall create any warranty not expressly stated herein.
9.4 Under no circumstances shall the website be held liable for an delay or failure or disruption of the content or services delivered through the website resulting directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, computer, telecommunications or any other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, flood, storms, explosions, Acts of God, natural calamities, war, governmental actions, orders of domestic or foreign courts or tribunals or non-performance of third parties. User(s) hereby agree to indemnify and save website, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from your use of the website (including but not limited to the display of your information on the website) or from your breach of any of the terms and conditions of this Agreement. User(s) hereby further agree to indemnify and save website, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise from your breach of any representations and warranties made by you to website.
9.5 The User(s) hereby further agree to indemnify and save website, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may arise, directly or indirectly, as a result of any claims asserted by any and all third party rights’ claimants or other third parties relating to products offered or displayed on the website. User(s) hereby further agree that website is not responsible and shall have no liability to it, for any material posted by others, including defamatory, offensive or illicit material and that the risk of damages from such material rests entirely with you.
9.6 The Company reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with website in asserting any available defences.
9.7 TheCompany shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages resulting from any of the following:
9.7.1 The use or the inability to use the website;
9.7.2 Any defect in goods, samples, data, information or services purchased or obtained from a User(s) or a third-party service provider through the website;
9.7.3 Violation of Third Party Rights or claims or demands that User(s) manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on the website may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;
9.7.4 Unauthorized access by third parties to data or private information of any User(s);
9.7.5 Statements or conduct of any User(s) of the website; or
9.7.6 Any matters relating to Premium Services however arising, including negligence.
10.1 If a dispute arises between the User and the Company, the goal is to provide the user with a neutral and cost effective means of resolving the dispute quickly. Accordingly, the User and the Company hereby agree that they shall resolve any claim or controversy at law and equity that arises out of this Agreement or the Website in accordance with this Agreement. Before resorting to the filing of a formal lawsuit, it is strongly encouraged that the user first contact the Company directly to seek a resolution via e-mail at firstname.lastname@example.org. The dispute shall be resolved through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation.
10.2 Except as expressly provided to the contrary in this Agreement, each section, paragraph, term, and provision of this Agreement is severable, and if, for any reason, any part is held to be invalid or contrary to, or in conflict with any applicable present or future law or regulation in a final, unappealable ruling issued by any court, agency, or tribunal with competent jurisdiction, that ruling will not impair the operation of, or otherwise affect, any other portions of this Agreement, which will continue to have full force and effect and bind the parties.
10.3 If any covenant which restricts competitive activity is deemed unenforceable by virtue of its scope in terms of area, business activity prohibited, and/or length of time, but would be enforceable if modified, you and we agree that the covenant will be enforced to the fullest extent permissible under the laws and public policies applied in the jurisdiction whose law determines the covenant’s validity.
10.4 You agree to be bound by any promise or covenant imposing the maximum duty the law permits which is subsumed within any provision of this Agreement, as though it were separately articulated in and made a part of this Agreement.
10.5 We and you may by written instrument unilaterally waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice to the other or another effective date stated in the notice of waiver. Any waiver granted will be without prejudice to any other rights we or you have, will be subject to continuing review, and may be revoked at any time and for any reason effective upon delivery of ten (10) days’ prior written notice.
10.6 We and you will not waive or impair any right, power, or option this Agreement reserves (including, without limitation, our right to demand exact compliance with every term, condition, and covenant or to declare any breach to be a default and to terminate this Agreement before its term expires) because of any custom or practice at variance with this Agreement’s terms; our or your failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other’s compliance with this Agreement, including, without limitation; our waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature. No special or restrictive legend or endorsement on any check or similar item given to us will be a waiver, compromise, settlement, or accord and satisfaction. We are authorized to remove any legend or endorsement, which then will have no effect.
10.7 If we incur costs and expenses due to your failure to pay when due amounts owed to us, to submit when due any reports, information, or supporting records, or otherwise to comply with this Agreement, you agree to reimburse us for all of the costs and expenses that we incur, including, without limitation, reasonable accounting, attorneys’ and related fees. However, in the event of litigation, the prevailing party shall be entitled to recover, at all trial and appellate levels, its costs and expenses, including reasonable attorney’s fees.
10.8 Our and your rights under this Agreement are cumulative, and our or your exercise or enforcement of any right or remedy under this Agreement will not preclude our or your exercise or enforcement of any other right or remedy which we or you are entitled by law to enforce.
10.9 Before you and we may bring an action in court against the other, you and we must first meet to mediate the dispute (except as otherwise provided below). Any such mediation shall be non-binding and shall be conducted by the London Mediation Centre. Notwithstanding the previous sentence, the parties may mutually agree on a mediator and/or procedures and/or venue for mediation. Notwithstanding anything to the contrary, this shall not bar you or us from obtaining judicial or injunctive relief for claims that are based solely on demands for money owed, or from obtaining injunctive relief against threatened conduct that will cause it loss or damages, under the usual equity rules, including the applicable rules for obtaining restraining orders and preliminary injunctions, without having to engage in mediation; including, without limitation, claims involving the Marks.
10.10 The non-binding mediation provided for under this Agreement shall be commenced by the party requesting mediation (the “complainant”) providing written notice of the request for mediation (the “request”) to the party with whom mediation is sought (the “respondent”). The request shall specify with reasonable particularity the matter or matters on which non-binding mediation is sought. A copy of the request shall be given by the complainant simultaneously to us if we are not a complainant or respondent.
10.11 Non-binding mediation commenced under this Section shall be concluded within sixty (60) days of the issuance of the request or such longer period as may be agreed upon by the parties in writing. All aspects of the mediation process shall be treated as confidential, shall not be disclosed to others, and shall not be offered or admissible in any other proceeding or legal action whatever. Complainant and respondent shall each bear its own costs of mediation, and each shall bear one-half the cost of the mediator or mediation service.
10.12 You and the Company mutually agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement or interpretation thereof, or to the use of the Company’s onlineplatform, the Host Services, or the Collective Content will be settled by binding arbitration as per the laws prevailing in the United Kingdom governed by the rules of London International Arbitration Centre. If there is a dispute about whether this Arbitration Cluase can be enforced or applies to a Dispute, you and the Company agree that the arbitrator will decide that issue.
10.13 You and your owners agree not to bring any claim asserting that any of the marks are generic or otherwise invalid. Except with regard to your obligation to pay us and our affiliate(s) service fee payments, cooperative contributions, and other payments due from you pursuant to this agreement or otherwise, any claims between the parties must be commenced within eighteen (18) months from the date on which the party asserting the claim knew or should have known of the facts giving rise to the claim, or such claim shall be barred. The parties understand that such time limit might be shorter than otherwise allowed by law. You and your owners agree that your and their sole recourse for claims arising between the parties shall be against us or our successors and assigns. You and your owners agree that our members, managers, directors, officers, employees, agents, and affiliate(s) shall not be personally liable nor named as a party in any action between us or our affiliate(s) and you or your owners. We, you and your owners further agree that, in connection with any such proceeding, each must submit or file any claim which would constitute a compulsory counterclaim (as defined by rule 13 of the federal rules of civil procedure) within the same proceeding as the claim to which it relates. Any such claim which is not submitted or filed as described above, will be forever barred. The parties agree that any proceeding will be conducted on an individual, not a class-wide, basis, and that a proceeding between us and you or your owners may not be consolidated with another proceeding between us and any other person or entity, nor may any claims of another party or parties be joined with any claims asserted in any action or proceeding between us and you. No previous course of dealing shall be admissible to explain, modify, or contradict the terms of this agreement. No implied covenant of good faith and fair dealing shall be used to alter the express terms of this agreement.
10.14 If the applicable law implies a covenant of good faith and fair dealing in this Agreement, we and you agree that such covenant shall not imply any rights or obligations that are inconsistent with a fair construction of the terms of this Agreement and that this Agreement grants us the right to make decisions, take actions and/or refrain from taking actions not inconsistent with your rights and obligations hereunder.
10.15 You and your owners agree that all actions arising under this Agreement or otherwise as a result of the relationship between you and us must be commenced in a state or federal court of competent jurisdiction within such state or judicial district in which we have our principal place of business at the time the action is commenced, and you (and each owner) irrevocably submit to the jurisdiction of those courts and waive any objection you (or the owner) might have to either the jurisdiction of or venue in those courts
10.16 Except for your obligation to indemnify us for third party claims, and except for punitive damages available to either party under federal law, we and you waive to the fullest extent permitted by law any right to or claim for any punitive or exemplary damages against the other and agree that, in the event of a dispute between us and you, the party making a claim will be limited to equitable relief and to recovery of any actual damages it sustains. We and you irrevocably waive trial by jury in any action, proceeding, or counterclaim, whether at law or in equity, brought by either of us.
11.1 All notices or demands to or upon the Company shall be effective if in writing and shall be duly made to: The Directors, S4 Partners Limited, 85 Great Portland St., London W1W 7LT.
11.2 All notices or demands to or upon a User(s) shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or email to the last-known correspondence, fax or email address provided by the User(s) to website, or by posting such notice or demand on an area of the website that is publicly accessible without a charge.
11.3 Notice to a User(s) shall be deemed to be received by such User(s) if and when website is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User(s), or immediately upon website's posting such notice on an area of the website that is publicly accessible without charge.
13.1 The Headings are for purposes of reference only and in no way define, limit, construe or describe the scope or extent of such section.