Please take time to read the provisions below carefully, because they are legally binding. Provisions which are highlighted are particularly important: these include the restrictions in Section 6, which are important to protect our ownership of intellectual property rights in Passle.
1. Agreement
1.1. This website, the app and any other related software and services provided by us to you, together the Service,is owned by Passle Limited whose registered office is at 1a Walton Crescent, OX1 2JG Oxford, UK, company registration number 08044570 (we, us, our). If you wish to use the Service you must first read these terms of use (Terms) carefully and agree to them. You may not use the Service if you do not agree to these terms.
1.2. By using the Service, you will be deemed to have accepted the Terms. The Terms constitute a binding legal agreement between you and us, and incorporate our privacy policy.
1.3. You agree that we may modify the Terms without notice to you as and when we determine, and you should check for any changes on subsequent visits. You agree that any use by you of the Service following changes having been posted by us will be deemed acceptance of all such changes.
1.4. References to clauses are (unless otherwise provided) references to the clauses of these Terms. Words in the singular include the plural and in the plural include the singular. A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made under it. References to including and include(s) shall be deemed to mean respectively including without limitation and include(s) without limitation.
2. Our Service
2.1. Our Service provides a platform for people to share information with each other.
3. Account Security
3.1. You grant us the right to audit your use of the Service, so as to ensure compliance by you with these Terms, but you acknowledge we have no obligation to monitor the Service.
3.2. You represent and warrant to us that any and all information provided by you about you is at all times true, accurate and complete. You agree not to impersonate any other person or entity or to use a false name or a name that you are not authorised to use. We reserve the right to decline any application from you to register as a user of the Service in our sole discretion and/or to suspend your use of the Service where we in our sole discretion believe that you are in breach of any provision of these Terms.
3.3. You agree and understand that you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Service. Accordingly, you agree that you will be solely responsible to us for all activities that occur under your account, as determined, noted, or recorded by us. If you become aware of any unauthorised use of your password or of your account, you agree to notify us immediately at [admin@passle.net]. We reserve the rights to reject usernames which may be misleading, inactive, in violation of these Terms or for the behalf of businesses/individuals who hold the goodwill or trademark to those usernames.
4. Privacy
4.1. Your use of the Service, including any registration process, may involve your disclosure to us of personal data (which term shall include sensitive personal data) relating to data subjects (personal data,sensitive personal data and data subjects each as defined by the Data Protection Act 1988). You must not use other people’s personal data without their consent. In the event that you do so disclose such personal data you:
4.1.1. warrant and represent to us that you have secured all consents and permissions, and have taken all actions necessary, as may be required by applicable law for the purposes of disclosure to us and subsequent use by us of any such data relating to third parties in the provision of the Service in accordance with our privacy policy; and
4.1.2. in relation to any personal data relating to you, consent to the use of such personal data in accordance with our privacy policy.
5. Restrictions on Use
5.1. You may only use the Service in accordance with these Terms, and as may be permitted by any relevant law and/or decree of any relevant regulatory body.
5.2. You agree that you shall not submit any information (including text, links, comments, data files, video, audio and graphics and other content) (Content) which could cause the Service or us or you to contravene any applicable law or regulation in any jurisdiction or to be liable for any civil penalty, injunction or other sanction, including any Content which:
5.2.1. contains any intellectual property rights (as defined in clause 6.7 below) which you do not have the right to use;
5.2.2. contains anything unlawful, harmful, threatening, abusive, vulgar, harassing, defamatory, obscene, pornographic, indecent, inflammatory, tortious, hateful, or racially, ethnically or otherwise objectionable, or invasive of another’s rights (including without limitation rights of celebrity, privacy and intellectual property);
5.2.3. contains any defamatory, libellous or slanderous statement; or
5.2.4. which constitutes spam.
5.3. You agree not to access (or attempt to access), monitor and/or copy any of the Service through any automated means, including use of agents, robots, spiders, scripts or web crawlers.
5.4. You agree that you will not engage in any activity that interferes with or disrupts the Service, or the servers and networks which are connected to the Service.
5.5. You acknowledge that the database accessed through the Service (each such a Database) has been created through the expenditure of substantial time, effort and money and constitutes valuable intellectual property of us or our affiliate organisations.
5.6. We reserve the right to delete, block or remove Content which does not comply with these Terms and to terminate your account.
6. Intellectual Property
6.1. The Service contains a range of Content which is protected by copyrights, trademarks and other forms of Intellectual Property Rights recognized and protected by national and international laws. You agree to comply with all such laws as are applicable to you.
6.2. Except as permitted by these Terms and for the proper use of the Service, you may not copy, or make any use of any part of the Service (or any Database) or use any such Intellectual Property Rights for any purposes. In particular you may not modify, rent, lease, loan, sell, distribute or create derivative works based on any Content not submitted by you (either in whole or in part) unless you have been specifically permitted to do so by us, or by the owners of that Content, in a separate agreement.
6.3. You may not use any of the trademarks, trade names, service marks, copyrights, logos, domain names and other distinctive brand features belonging to us or any third party unless you have valid written permission to do so. You agree not to alter, remove or obscure any proprietary rights notices (including copyright and trade mark notices) which may appear in or be held within the Service.
6.4. You grant us a non-exclusive, irrevocable, royalty-free, perpetual, worldwide licence (with the power to grant sublicences) to use, copy, reproduce, distribute, each in whatever medium we may choose, in order to develop, maintain, operate and improve your experience of the Service, any Content that you submit to the Service and any Content owned by you (or if applicable by your licensors) which is submitted to the Service by any other party.
6.5. You warrant that you have all permissions necessary in order to grant us the licences set out in clause 6.4.
6.6. You acknowledge that we have no control over the Content that you submit to the Service. You shall indemnify us, on demand, without limitation, for any and all loss that we or any third party may suffer in connection with your use of the Service, including in connection with your breach of the warranty set out in clause 6.5.
6.7. In these Terms Intellectual Property Rights shall mean all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, database rights, patents, patent applications, patent rights, rights in designs, trademarks, trademark applications, trademark registrations, trademark rights, celebrity rights, image rights, trade secrets and all other intellectual property and proprietary information rights as may exist now or hereafter come into existence, all modifications, continuations, renewals and extensions of the foregoing, and all claims, actions, causes of action, damages, costs, expenses, profits, penalties, recoveries and remedies relating to any past, present or future infringement of any of the foregoing, arising under the laws of any country, state or jurisdiction in the world.
7. Term and Termination
7.1. These Terms commence on the date you access the Service, and last for the duration of your use whenever you use the Service.
7.2. We may terminate our relationship with you immediately on giving written notice to you if any of the following occurs:
7.2.1. you commit, or we at our absolute discretion believe you may have committed, are committing or be about to commit, a breach of any of these Terms;
7.2.2. where we believe we are required to terminate our relationship with you by law (including where the provision of the Service is, or becomes, unlawful);
7.2.3. where the provision of the Service is in our opinion no longer commercially viable.
7.3. Termination shall not affect any accrued rights of either you or us existing as at the date of termination. Clauses 4, 6, 7, 8, 9, 11.2, 11.3 and 12 shall remain in full force and effect notwithstanding termination of these Terms.
8. Exclusion and Limitation of Liability
8.1. Nothing in these Terms, including this clause 8, shall exclude or limit any warranty or liability which may not be lawfully excluded or limited by applicable law, including liability for fraud or for death or personal injury caused by its negligence.
8.2. Except as stated in clause 8.1, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in these Terms (including implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement). Any condition, warranty, representation or other term concerning the supply of the Service which might otherwise be implied into or incorporated in these Terms, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
8.3. You expressly understand and so agree that your use of the Service is at your sole risk and that the Service is provided “As Is” and “As Available.”
8.4. In particular, we, our subsidiaries and affiliates, and our licensors, do not represent or warrant to you that:
8.4.1. your use of the Service (including its use in conjunction with any other software) will meet your requirements, that your use of the Service will be uninterrupted, timely, secure or free from error or that defects in the operation or functionality of the Service and/or any Database provided to you will be corrected; and
8.4.2. any information obtained by you as a result of your use of the Service will be accurate or reliable. In particular, we rely on the information you and third parties have provided to us, over which we have no control. Accordingly, we do not accept responsibility for the accuracy of any information displayed to users of our Service, and
8.4.3. that defects in the operation or functionality of the Service will be corrected, rectified, or remedied.
8.5. Any material downloaded or otherwise obtained or accessed through the use of the Service is done at your own discretion and risk, and that you will be solely responsible for any damage, loss, or prejudice to your computer system or other device or loss of data that results from the download or access of any such material.
8.6. No advice or information, whether oral or written, obtained by you from us or any of our subsidiaries, affiliates, officials, employees, or personnel, or through or from the Service shall create any warranty not expressly stated in the Terms. Whilst we obtain information for inclusion in the Service in good faith from sources which we consider to be reliable, you acknowledge that the contents of the Service are based on information supplied to us by third parties and are not independently verified by us. We shall not be under any liability whatsoever in respect of any inaccuracies or omissions in the Service, nor for any delays in updating the same. All such liability is excluded by us to the fullest extent permitted by law.
8.7. You expressly understand and agree our licensors shall not be liable to you for:
8.7.1. any direct (where your access to the Service is free of charge), indirect, special, incidental or consequential loss or damage which may arise in respect of the Service and/or its use or non-availability;
8.7.2. loss of profit, business revenue, goodwill and anticipated savings:
8.7.3. any trading or other losses which you may incur as a result of use of or reliance upon any content;
8.7.4. the deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of the Service; and/or
8.7.5. any effect which use of the Service may have on any software you use in conjunction with the Service.
8.8. You accept and agree that our maximum aggregate liability under or in connection with this Service, or any collateral contract, whether in contract, tort (including negligence) or any other theory of law, shall be limited to whichever amount is the greater of the sum equal to either (a) the aggregate amount of any fee paid by you to us for access and use of the Service and paid in the twelve months immediately preceding the date of your claim or (b) £100 (ONE HUNDRED POUNDS).
8.9. You agree and acknowledge that you are in a better position than us to foresee and evaluate any potential damage or loss which you may suffer in connection with the use of the Service, Content and/or any Database; that we cannot adequately insure its potential liability to you; that you are not required to make any payment for the license granted under these Terms, and that accordingly the exclusions and limitations contained in this clause 8 are reasonable. You also undertake at all times to mitigate any such damage or loss.
8.10. References in this clause 8 to the Service shall be deemed to include references to any and all Databases.
9. Third Party Software
9.1. In order for you to make full use of the Service and/or any Database it may be necessary for you to use particular computer equipment or to download or install certain pieces of software. If you are unable to access all or part of the Service because you do not have access to any necessary software or equipment, this shall not constitute a breach of these Terms by us and we shall not be liable for any loss, damage or expense which may result from your inability to access the Service and/or Database.
10. Links
10.1. We reserve the right to refuse applications to link to our Service from people or organisations that we consider unsuitable. For further information or to request permission to link to the Service please contact us.
10.2. The Service may contain links that make it easy for you to visit other people’s websites. We do not have any control over these sites, and we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external 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 sites or resources.
11. General
11.1. You shall not assign, transfer or sub-license any of your rights or obligations under these Terms. We may at any time assign all or any of our rights and transfer all or any of our obligations under these Terms.
11.2. Failure or neglect by us to enforce any of the provisions of these Terms at any time shall not be construed or deemed to be a waiver of our rights nor shall this in any way affect the validity of the whole or any part of these Terms, nor prejudice our rights to take subsequent action.
11.3. If any part of any provision of these Terms shall be or become invalid, unlawful or unenforceable to any extent, then the remainder of such provision and all other provisions of these Terms shall continue to be valid and enforceable to the fullest extent permitted by law.
11.4. These Terms represent the entire agreement of you and us in relation to the subject matter of these Terms and supersedes any previous agreement between you and us in relation to the Service. Neither you nor us has relied upon any statement or representation made by the other in agreeing to enter this contract.
12. Law and Jurisdiction
These Terms shall be construed in accordance with English law and the parties hereby submit to the exclusive jurisdiction of the English courts to settle any disputes which may arise in connection with these Terms.
