These Terms are comprised of 3 sections.
1. Introduction1.1. This website is operated by Social Dot Limited (SDL), Unit 3, Westgate Garage, Marksbury, Bath, BA2 9HN, United Kingdom.
1.3. Additional terms shall apply:
1.3.1. to any purchases you make through the Website;
1.3.2. to any booking you make through the Website; and
1.3.3. where you are given an opportunity to place advertisements for goods or services on the Website.
2. CopyrightThe copyright and all other rights in the material on the Website are owned by SDL or are included with the permission of the owner of the rights. As a visitor to the Website, you may download a single copy of the material on the Website on a single computer for your own private viewing/listening purposes only. Single copies of pages from the Website may be printed out for the sole purposes of enabling the person printing the page to retain a copy for their own personal records. No copying or distribution of material on the Website for any commercial or business use is permitted without our prior written consent. No photography, filming, broadcast, alteration or modification of the pages of the Website is permitted without our prior written consent except as may be reasonably necessary to use the Website in good faith. Subject to this paragraph, all rights in material on the Website are reserved to SDL.
3. Prohibited use
You agree not to use the Website: to create a database (electronic or otherwise) that includes material downloaded or otherwise obtained from the Website except where expressly permitted on the Website; to disseminate advertisements on the Website or use the Website for any other commercial purposes (which would include using the Website to promote or encourage the sale of your goods/services); to place links on the Website where those links take users to unlawful material or material that contravenes these Terms and Conditions; to transmit or re-circulate any material obtained from the Website to any third party except where expressly permitted on the Website; in such a way so as to remove the copyright or trade mark notice(s) from any copies of any material made in accordance with these Terms and Conditions; to disseminate any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation; to disseminate any material that contains software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; to disseminate any material which is or may infringe the rights (including intellectual property rights) of any third party or be unlawful, threatening, defamatory, obscene, indecent, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy, which may cause annoyance or inconvenience or may restrict or inhibit the use of the Website by any person or which constitutes or encourages conduct that may be considered a criminal offence or give rise to civil liability in any country in the world; to disseminate any material which compromises the privacy or security of anyone other than yourself; to disseminate any material which does or may bring SDL or any of its brands or subsidiaries into dispute or in any way damage their reputation; to disseminate any material where use of the material by SDL, or any third party licensed or permitted by SDL, will give rise to any third party claims; or to post link(s) that take users to material that contravenes any of the above restrictions.
4. User Generated Content
5. Use of Software
5.1. Copyright in any software that is made available for download from the Website and/or the SDL Materials belongs to SDL or its suppliers. Your use of the software is governed by the terms of any licence agreement that may accompany or be included with it. Do not install or use any software unless you agree to such licence agreement.
6. Links to other websites
6.1. You may link to the Website but strictly only on the basis that you do not replicate the pages of the Website, and subject to the following conditions: 6.1.1. you do not create a frame or any other browser or border environment around the Website; 6.1.2. you do not in any way imply any endorsement by SDL other than with its written consent or misrepresent your relationship with SDL; 6.1.3. you do not use any logos or trade marks displayed on the Website without the express written permission of SDL; 6.1.4. you do not link from a website that is not owned by you; and 6.1.5. your website does not contain content that is distasteful, offensive or controversial, that infringes any intellectual property rights or other rights of any other person or otherwise does not comply with all applicable laws and regulations.
7. Trade Marks
7.1. All SDL trade marks (whether registered or unregistered) and graphics, logos, designs, page headers and button icons are the intellectual property rights of SDL and neither they nor any confusingly similar versions may be used by you including (but not limited to) as part of any trade marks and/or domain names without the prior written consent of SDL other than for the purpose of referring to SDL and its associated brands lawfully and in good faith (only).
9.1. Whilst SDL endeavours to ensure that the Website is normally available 24 hours a day, due to the inherent nature of the Internet, errors, interruptions and delays may occur in the service at any time. Accordingly, the Website is provided on an "AS IS" and "AS AVAILABLE" basis without any warranties of any kind and we do not accept any liability arising from any interruption in availability. Access to the Website may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for any other reasonable cause. 9.2. You acknowledge that whilst SDL endeavours to ensure that information on the Website and any related material provided to you by SDL, whether by email or otherwise ("the SDL Materials") is accurate and complete, it is provided only for general information, is not intended to address your particular requirements and does not constitute any form of advice or recommendation by SDL. You acknowledge that the information on the Website does not necessarily reflect the views and opinions of SDL or any of its brands and that the SDL Materials should not be relied upon by you in making (or refraining from making) any specific investment or other business or personal decisions and acknowledge that professional advice should be obtained before making any such decision. 9.3. You acknowledge that some of the content may be supplied by third parties and the accuracy and completeness of it will not have been checked by SDL. No liability shall be accepted by SDL for any inaccuracy or omission in the information provided on the Website or the SDL Materials. All implied warranties are excluded from these Terms and Conditions to the extent that they may be excluded as a matter of law. 9.4. SDL will use reasonable endeavours to ensure that the Website and the SDL Materials do not contain or promulgate any viruses or other malicious code. However, it is recommended that you should virus check all such materials and regularly check for the presence of viruses and other malicious code. SDL excludes to the fullest extent permitted by applicable laws all liability in connection with any damage or loss caused by computer viruses or other malicious code originating or contracted from the Website or the SDL Materials. 9.5. SDL will not be liable for any damages (including, without limitation, damages for loss of the profits) arising in contract, tort or otherwise from your use or inability to use the Website or any content or from any action taken (or refrained from being taken) as a result of using the Website or any content of it, including in respect of infringement of third party rights arising from the your use of the content. 9.6. Links on the Website to third party websites are provided solely for your convenience. If you use these links, you leave the Website. SDL has not reviewed these third party websites and does not control and is not responsible for these websites or their content or availability. SDL therefore does not endorse or make any representations about them, or any material found on them, or any results that may be obtained from using them. If you decide to access any of the third party websites linked to the Website, you do so entirely at your own risk. Please note that SDL gives no warranty that links to third party sites on the Site shall be marked as such. 9.7. The Website may contain links to third party websites where you may purchase items. You acknowledge that when making a purchase from a third party website you enter into a contract with that third party at your own risk and SDL will bear no liability for that contract. Please note that third parties may operate such shopping sites with reference to the name of the Website, but that does not mean that SDL are responsible for their conduct or any contracts that you enter into with them. 9.8. The Website may from time to time contain advertising and sponsorship. SDL is not responsible for either the content of the material provided by such advertisers and sponsors or their compliance with voluntary or statutory codes or provisions. In particular, SDL can provide no warranty that it will not take advertisements or sponsorship from your competitors.
10. Suspension of access to the Website and User Indemnities
10.1. If, for any reason, SDL believes that you have not complied with any of these Terms & Conditions it may, at its sole discretion, suspend or cancel your access to all or some of the Website immediately and without giving you any advance notice. 10.2. Without prejudice to the provisions of Clause 10, you agree to compensate SDL in respect of any claims, losses, expenses and/or liabilities (including legal fees) which arise from your use of the Website and/or the SDL Materials (or by a third party using your user name and password) including in particular (but not limited to) any statements, contributions or other content posted on the Website or any breach of Clause 3.2.
11. Limitation of SDL's Liability
11.1. SDL will not be liable to you for any loss or damage caused by SDL or its employees or sub-contractors in circumstances where: 11.1.1. there is no breach of a legal duty of care owed to you by SDL (or its employees or sub-contractors); or 11.1.2. such loss or damage is not a reasonably foreseeable result of any such breach; or 11.1.3. in respect of any increase in the loss or damage resulting from your actions. 11.2. Nothing in these Terms & Conditions shall exclude or limit SDL's liability for: 11.2.1. death or personal injury caused by the negligence of SDL and/or its employees negligence; or 11.2.2. fraudulent misrepresentation by SDL and/or its employees.
12. Variation of these Terms & Conditions of Use
12.1. SDL reserves the right to vary these Terms & Conditions of Use from time to time. Such variations become effective immediately upon the posting of the varied Terms & Conditions on the Website. By continuing to use the Website you will be deemed to accept such variations. These Terms & Conditions were last updated in February 2017.
Section 2: Content Assignment Agreement
The following shall constitute an Agreement effective from the date ("Acceptance Date") on which you submitted the Content (as defined below) and thereby accepted the Terms of this Agreement. These terms and conditions govern the contractual relationship between Social Dot Limited (SDL), Unit 3, Westgate Garage, Marksbury, Bath, BA2 9HN, United Kingdom (trading as JPExtreme.com or refered to as 'JP', its successors, affiliates, licensees and assigns ("JP", "Licensee" "us" or "we") and you ("Licensor" or "you") in relation to the grant of rights being provided by you in relation to the Content.
1. You are uploading and/or submitting certain visual or audio-visual content to JP (the "Content") and by uploading and/or submitting the Content to JP, such Content shall become the sole property of JP.
2. You hereby irrevocably assign to JP absolutely and with full title guarantee, all intellectual property rights and interest in and to the Content (including, without limitation, the title thereof, any people featured, performances, characters, names, trademarks, logos, animation, audio (including but not limited to music, sound recordings and sound effects) and any other rights or elements which make up, are depicted or appear in, or which are associated with the Content and the file(s) submitted to JP (regardless of the format, including (but not limited to) submissions in URL formats). Such rights granted shall include the right to bring, make, oppose, defend, appeal proceedings, claims or actions and obtain relief (and to retain any damages recovered) in respect of any infringement, or any other cause of action arising from ownership of any of the rights in and to the Content whether occurring before, on, or after the Acceptance Date. You hereby confirm that from the Acceptance Date, JP shall be exclusively entitled to use the Content (and authorise and grant other parties the right to exploit the Content) in any way or manner and for any purpose JP see fit, including (but not limited to) any form of commercial, promotion or marketing capacity, on any and all media whether now known or hereafter invented, throughout the world and in perpetuity. You furthermore, grant JP (and/or any other third parties we authorise to use the Content) the full right to use, edit and modify the Content in any manner and without any limitations. You hereby grant to JP the right to publicly issue details relating to the Content and/or any other information relating to you and/or the Content (including but not limited to your name, photograph(s), likeness or other details about you). You confirm that you have procured any and all such rights from any third parties in order for the foregoing to apply to any persons or subjects featured in the Content.
3. You warrant and undertake to JP that: (a) you have the full right to enter into this Agreement and assign the rights (including, without limitation, any and all intellectual property rights) in and to the Content and all information provided by you to JP is true, accurate and not misleading; (b) you are the full and legal owner of all rights (including, without limitation, any and all intellectual property rights) in and to the Content; (c) you have obtained all required clearances and paid all monies necessary in order for us to be able to exercise the rights granted by you herein and you confirm and warrant that JP will not be required to obtain any other or separate rights, clearances or license, nor shall JP be required to make any additional payments to any parties in order to exercise the rights granted by you herein; (d) all individuals featured in the Content have provided full consent to their inclusion in the Content and you have obtained all required consents, permissions and image/appearance releases from any individuals, groups, parties or locations, so that you are able to grant the rights granted herein, including (but not limited to) our right to use, exhibit, distribute, exploit, sub-license, reproduce and/or edit (without limitation or restriction) such persons' names, voices, likenesses, appearance and performances contained in the Content. You agree that you shall procure that any necessary third party shall execute, deliver and provide any such additional documents (required by JP, in its sole discretion) and perform such acts as may reasonably be required for the purpose of giving full effect to this Agreement in a timely manner; (e) nothing in the Content, nor its use or exploitation by JP, its permitted licensees and/or any other third parties' use of the Content as authorised by JP, will infringe or violate the rights or interests of any party (including but not limited to, copyright, trademarks, patent rights, rights of privacy, image rights, moral rights, other statutory, common law or contractual rights of any individual person or entity or any other right of any third party, breach any contract or duty of confidence, constitute a contempt of court, be defamatory, obscene or otherwise unlawful, or bring JP or any third party into disrepute; (f) all facts expressed by you in the Content are, to the best of your knowledge and belief, true and insofar as the Content contains any opinions, these opinions are your own and are genuinely and truly held by you; (g) there has been no infringement or likely infringement of any of the Content; (h) you have not granted, nor shall you grant, to anyone else any right which would prevent or impair in any way your right to assign the rights (including, without limitation, any and all intellectual property rights) to us or which conflict with the rights being granted by you to us; and (i) you have used your reasonable endeavours to ensure that the Content does not contain any viruses or malware.
4. You shall fully indemnify, defend and hold harmless JP (and any third parties authorised by JP using or exploiting the Content), their respective officers, employees, successors, licensees and permitted assigns from and against: (a) any costs, claim, demand, action, damages, loss and/or expense arising from actions brought by any third parties arising from any breach of any of the representations, warranties or agreements made by you; (b) any claims of or respecting slander, libel, defamation, invasion of privacy or right of publicity, false light, infringement of copyright or trademark, or violations of any other rights arising out of or relating to any use of the Content as authorised herein. You agree and understand that JP is relying on the representations made by you and any breach of the terms and/or warranties set out herein would cause JP injury and damage that cannot be adequately compensated by damages in an action at law and you expressly agree that, without limiting our remedies, JP shall be entitled to injunctive and other equitable relief. You irrevocably release JP, its subsidiaries, affiliates, successors, licensees and assigns from any claim of any nature in connection with their use of the Content. You shall further fully indemnify and keep JP fully indemnified against any costs, claim, demand, action, damages, loss and/or expense (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest penalties, legal costs and any other reasonable costs and expenses suffered or incurred by JP) arising directly or indirectly from any breach or non-performance by you of this Agreement and you shall pay all such costs, claim, demand, action, damages, loss and/or expense forthwith on demand by JP. At the request of JP and at your own expense, you shall provide all reasonable assistance to enable JP to resist any claim, action or proceedings brought against JP as a consequence of any breach of this Agreement. Such indemnity shall apply whether or not JP has been negligent or at fault. You agree that the foregoing shall apply to you and to any persons featured within the Content and you have obtained required permissions from such persons in order to grant such rights to us. You authorize us to assign or sublicense any of the rights granted hereunder to any other third parties without any further payment to you.
5. You agree not to make any disclosures or supply any information to any third party relating to any matters arising under this Agreement, save with the prior written consent of JP. You further agree not to give any person any interview or make, give or release any statement for publication by any means or medium relating to the Content without JP's prior written consent.
6. This Agreement constitutes and sets out the entire agreement between the parties at the date hereof relating to the subject matter of this Agreement and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between the parties, whether written or oral, relating to its subject matter. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 or otherwise to rely upon or enforce this Agreement, save that the JP shall be entitled to exercise its rights hereunder and rely on and enforce this Agreement as if it were a party hereunder. 8. This Agreement shall be governed by and construed in accordance with English law and the parties hereby agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement. By clicking 'ACCEPT' in relation to this Agreement, you agree to be bound by the Terms set out under this Agreement
Section 3: Competition Terms (The Rules)