TERMS AND CONDITIONS
Updated - 14th March 2022
BackgroundThese Terms and Conditions create an agreement between you (hereinafter referred to as “the Customer” or “you”) and Media Fabric Ltd for the use of the Grapevine software product. (hereinafter referred to by name or as “us”, “we”, “our”).
These Terms and Conditions govern your enrolment and use of the grapevine platform (“the Platform), including any and all related components and documentation.
1. Agreement1. By accepting these Terms and Conditions you agree to be bound by these Terms and Conditions and hereby enter into a legally binding Agreement with us.
2. If you do not accept these Terms and Conditions, you will not be permitted to use the Grapevine platform in any form.
2. Eligibility and Enrollment1. All are eligible who agree to these terms and conditions and use the web based platform (Grapevine).
3. License and Use of Platform1. Upon your enrolment in the Grapevine, you will be granted a non-exclusive license to use the platform subject to these terms and conditions.
2. You may not:
Modify the Software in any way; Reverse engineer, decompile or disassemble the Software; Create derivative works based on the Software; Reproduce the Software or make any copies; Resell the Software; or Sub-license the Software.
4. Disclaimer of Warranties and Liability1. The Software is provided “as is”.
2. We make no representation or warranty that the Software will meet your requirements, be of satisfactory quality, be fit for a particular purpose OR be compatible with all computer systems.
3. You acknowledge that your use of the Software is at your own risk.
4. We shall not be liable for any direct, indirect, consequential or incidental loss or damage of any kind resulting from or relating to the Software or its use.
5. In no event shall MediaFabric Ltd, nor its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from (a) your access to or use of or inability to access or use the service; (b) any conduct or content of any third party on the service; (c) any content obtained from the service; and (d) unauthorised access, use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
6. Your use of the service is at your sole risk. The service is provided on an "as is" and "as available" basis. The service is provided without warranties of any kind, whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement or course of performance. MediaFabric Ltd its subsidiaries, its affiliates, and its licensors do not warrant that (a) the service will function uninterrupted, secure or available at any particular time or location; (b) any errors or defects will be corrected; (c) the service is free of viruses or other harmful components; or (d) the results of using the service will meet your requirements.
5. Software Updates1. We may from time to time release updates for the Software. We will endeavour to carry out updates at times that will cause the least amount of disruption.
2. Updates are obligatory and are necessary to improve the product.
6. Reporting and Feedback1. You hereby acknowledge that upon submitting feedback to us you grant us a worldwide, perpetual, irrevocable, royalty free license to use that feedback for marketing purposes.
2. Our use of the feedback shall not bestow any rights or interests upon you whatsoever. Any IP, content or ideas developed as a result of this feedback will belong to us.
7. Data Protection1. When using the Software you may be required to provide certain personal information including, but not limited to, your name and email address. We may also obtain details about your computer’s system configuration and its IP and MAC addresses.
2. Any data collected by us will be collected, processed, and held in accordance with the Company’s rights and obligations arising under the provisions nd principles of the Data Protection Act 2018 (UK). Outside the UK, GDPR regulations will apply.
8. IndemnificationYou hereby acknowledge that you shall be liable for, and shall indemnify Media Fabric Ltd against any costs, liability, damages, loss, claims or proceedings from any third party which arises out of your use of the Platform. This indemnification is capped at £5 million.
9. Relationship of PartiesNothing in these Terms and Conditions shall create, or be deemed to create, a partnership, the relationship of principal and agent, or of employer and employee between you and Media Fabric Ltd.
10. ModificationIf you do not agree to be bound by any modified terms and conditions we may introduce, you should immediately cease using the Platform upon publication of those terms and conditions.
11. Law and Jurisdiction1. These Terms and Conditions (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be governed by, and construed in accordance with the laws of England and Wales.
12. User Generated Content1. Customer agrees that any content submitted or uploaded to the Grapevine platform does not contain any third party copyrighted material, or material that is subject to any other third party proprietary rights.
2. If you see any user generated content on the Grapevine platform that you think breaches any intellectual property rights, please contact us via email, [email protected] and we will do our best to resolve the matter quickly.
3. Customers shall not submit, upload or distribute to the Grapevine any libelous, defamatory, obscene, pornographic, abusive or otherwise illegal material. You agree that you will not threaten or verbally abuse or bully other Customers, use defamatory language, or deliberately disrupt discussions in a non courteous way. You agree to respect other Customers on the platform.
4. Customers agree not to impersonate another customer or person in a misleading or deceptive manner.
5. With respect to Customer generated content, it is important that we have the legal right to host, publish and share your content. You grant us and our legal successors the right to store, parse, and display your content and make copies where necessary for the successful operation of the service.
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