Terms of Use - GiftLog App

Last Updated: 24th August 2017

1. APPLICABILITY

1.1. These terms of use (“Terms of Use“) describe the terms and conditions under which you can use the GiftLog mobile application (the “App“). The App is operated and managed by GiftLog Ltd, a company incorporated in England and Wales with registration number 10745778 and having its business address at 1349-1353 London Road, Leigh-on-sea, Essex, SS9 2AB (“we”, “us” or “our”).

1.2. By downloading, installing, accessing or using the App, you agree to be bound by these Terms of Use, our Privacy Policy and our Cookie Policy. Your download, installation, access to or use of the App constitutes your acceptance of these Terms of Use which takes effect on the date on which you download, install, access or use the App. These Terms of Use, our Privacy Policy and our Cookie Policy can also be viewed, downloaded and printed via our website.

1.3. If participation in promotional campaigns is possible via the App, additional terms may apply. In so far as those additional terms are in conflict with these Terms of Use, these Terms of Use shall prevail.

1.4. We reserve the right to amend these Terms of Use from time to time without notice. The updated version of these Terms of Use will be posted on our website and the App and shall take effect from the date stamped at the top of these Terms of Use. You are advised to review these Terms of Use periodically as they are binding upon you. Your continued use of the App after changes are posted constitutes your acceptance of the updated Terms of Use.

1.5. If you do not agree with these Terms of Use, you must immediately discontinue downloading, installing accessing or using the App. Continued download, installation, access or use of the App will constitute your acceptance of these Terms of Use (as amended).

2. LICENSE

2.1. We grant to you a personal, non-exclusive, non-transferable and limited-scope license to use the App in accordance with these Terms of Use.

2.2. You are not permitted to make the App available or to sell or rent the App to third parties. Nor are you permitted to, or to let others, remove or circumvent technical provisions intended to protect the App.

3. YOUR OBLIGATIONS

3.1. You agree to comply at all times with any instructions for use of the App which we make from time to time.

3.2. You shall not in any way use the App or submit to us or to the App or to any user of the App anything which in any respect:

(a) is in breach of any law, statute, regulation or byelaw of any applicable jurisdiction;

(b) is fraudulent, criminal or unlawful;

(d) may be obscene, indecent, pornographic, vulgar, profane, racist, sexist, discriminatory, offensive, derogatory, harmful, harassing, threatening, embarrassing, malicious, abusive, hateful, menacing, defamatory, untrue or political;

(e) impersonates any other person or body or misrepresents a relationship with any person or body;

(f) may infringe or breach the copyright or any intellectual property rights (including without limitation copyright, trademark rights and broadcasting rights) or privacy or other rights of us or any third party;

(g) may be contrary to our interests;

(h) is contrary to any specific rule or requirement that we stipulate on the App in relation to a particular part of the App or the App generally; or

(i) involves your use, delivery or transmission of any viruses, unsolicited emails, trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots or computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

3.3. You agree not to reproduce, duplicate, copy or re-sell the App or any part of the App save as may be permitted by these Terms of Use.

3.4. You agree not to access without authority, interfere with, damage or disrupt:

(a) any part of the App;

(b) any equipment or network on which the App is stored;

(d) any equipment or network or software owned or used by any third party.

3.5. You must not without our permission:

(a) use or copy any material from the App, including, but not limited to, onto other websites or in other mobile applications; or

(b) frame any of the App onto your own or another person’s website or mobile application.

3.6. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any third-party. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms of Use.

3.7. You must not:

(a) use any part of the materials on the App for commercial purposes without obtaining a licence to do so from us or our licensors;

(b) create or recreate the source code for the App, or re-engineer, reverse engineer, decompile or disassemble the App;

(c) modify, adapt, translate or create derivative works based upon the App, or combine or merge any part of the App with or into any other mobile application or program;

(d) refer to or otherwise use any part of the App as part of any effort either to develop a program having any functional attributes, visual expressions or other features similar to those of the App;

(e) remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in the App; or

(f) sell, market, license, sublicense, distribute or otherwise grant to any person, any right to use the App, whether on your behalf or otherwise.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. We are the sole and exclusive owner or the licensee of all intellectual property rights in the App. The “GiftLog” name and logos and all related names, trademarks, service marks, design marks and slogans are the trademarks or service marks of us or our licensors.

4.2. All editorial content, information, photographs, illustrations, artwork and other graphic materials, and names, logos and trade marks on the App are protected by copyright laws and/or other laws and/or international treaties, and belong to us and/or our suppliers, as the case may be. These works, logos, graphics, sounds or images may not be copied, reproduced, retransmitted, distributed, disseminated, sold, published, broadcasted or circulated whether in whole or in part, unless expressly permitted by us and/or our suppliers, as the case may be.

4.3. Nothing contained on the App should be construed as granting by implication, estoppel, or otherwise, any license or right to use any trademark displayed on the App without our written permission. Misuse of any trademarks or any other content displayed on the App is prohibited.

4.4. These Terms of Use are not an agreement of sale, and no title, patent, copyright, trademark, trade secret, intellectual property or other ownership rights with respect to the App are transferred to you by virtue of these Terms of Use.

4.5. You hereby grant to us an irrevocable, perpetual, royalty-free, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, to use any material which you submit to us or the App for the purpose of use on the App or for generally marketing (by any means and in any media, including, but not limited to, on our website or in our journals) our services. You agree that we may modify your submission. You shall indemnify and defend us against any third-party claim asserting that you do not have the full legal right (including any moral rights) to grant to us such rights to use materials and/or that the materials in the form provided to us infringes upon any intellectual property rights.

5. YOUR REPRESENTATIONS AND WARRANTIES

5.1. You represent and warrant that:

(a) your use of the App will be in strict accordance with these Terms of Use and with all applicable laws and regulations, including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and regarding the transmission of technical data exported from the United States or the country in which you reside; and

(b) your use of the App will not infringe or misappropriate the intellectual property rights of any third party.

6. INDEMNITY

6.1. You agree to indemnify and keep us indemnified against any claim, action, suit or proceeding brought or threatened to be brought against us which is caused by or arising out of:

(a) your use of the App; and/or

(b) your breach of any of these Terms of Use, and to pay us damages, costs and interest in connection with such claim, action, suit or proceeding.

6.2. You agree to indemnify and hold us and each of our affiliates, successors and assigns, and their respective officers, directors, employees, agents, representatives, licensors, advertisers, suppliers, and operational service providers harmless from and against any and all losses, expenses, damages, costs and expenses (including attorneys’ fees), resulting from your use of the App and/or any violation of these Terms of Use. We reserve the right to assume the exclusive defence and control of any demand, claim or action arising hereunder or in connection with the App and all negotiations for settlement or compromise. You agree to fully cooperate with us in the defence of any such demand, claim, action, settlement or compromise negotiations, as requested by us.

7. AVAILABILITY OF THE APP, SECURITY AND ACCURACY

7.1. We will use reasonable endeavours to correct any errors, faults or omissions regarding the App as soon as reasonably practicable after being notified of them. However, we do not guarantee that the App will be free of faults, and we do not accept liability for any such faults, errors or omissions. In the event of any such error, fault or omission, you should report it by contacting us at support@giftlog.co.uk.

7.2. We reserve the right to change, modify, substitute, suspend or remove any information, material or services on the App from time to time and without notice. Your access to the App may also be occasionally restricted to allow for repairs, maintenance or the introduction of new facilities or services. We will attempt to restore such access as soon as we reasonably can. We reserve the right to withdraw any information, functionality or services from the App at any time.

7.3. We reserve the right at any time and without notice to block, suspend or terminate access to the App (or any part thereof). We may also impose restrictions on the length and manner of usage of any part of the App for any reason. If we impose restrictions on you personally, you must not attempt to use the App under any other name or user or on any other mobile device.

8. SUSPENSION AND TERMINATION

8.1. If you use (or anyone other than you, with your permission uses) the App in contravention of these Terms of Use, we may suspend your access to and use of the App (in whole or in part) at any time and without notice. We may refuse to restore the App for your use until we receive an assurance from you, in a form we deem acceptable, that there will be no further breach of the provisions of these Terms of Use.

8.2. We shall fully co-operate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone in breach of these Terms of Use.

8.3. Without limitation to anything else in this Clause 8, we shall be entitled immediately or at any time (in whole or in part) to suspend the App, suspend your use of the App, and/or suspend the use of the App for persons we believe to be connected (in whatever manner) to you, if:

(a) you commit any breach of these Terms of Use;

(b) we suspect, on reasonable grounds, that you have, might or will commit a breach of these Terms of Use; or

8.4. Our rights under this Clause 8 shall not prejudice any other right or remedy we may have in respect of any breach or any rights, obligations or liabilities accrued prior to termination.

9. DISCLAIMER AND EXCLUSION OF LIABILITY

9.1. You assume all responsibility and risk with respect to your access and use of the App. The App is available on an “as is” and “as available” basis. We make no warranties or representations as to the accuracy, timeliness or completeness of the App or its services. You understand and agree that, to the fullest extent permitted by applicable law, we disclaim all representations and warranties, express or implied, relating to the App and its contents, including in relation to any inaccuracies or omissions in the App, warranties of merchantability, quality, fitness for a particular purpose, accuracy, availability or non-infringement.

9.2. We do not warrant use of the App will be uninterrupted or error-free or that errors will be detected or corrected. We do not assume any liability or responsibility for any computer viruses, bugs, malicious code or other harmful components, delays, inaccuracies, errors or omissions, or the accuracy, completeness, reliability or usefulness of the information disclosed or accessed through the App, or for acts of God or other force majeure events (including inability to obtain or shortage of necessary materials, equipment facilities, power or telecommunications, lack of telecommunications equipment or facilities and failure of information technology or telecommunications equipment or facilities). We have no duty to update or modify the App and we are not liable for our failure to do so.

9.3. We do not warrant that the App will be compatible with all hardware and software which you may use. We shall not be liable for damage to, or viruses or other code that may affect, any equipment (including but not limited to your mobile device), software, data or other property as a result of your download, installation, access to or use of the App or your obtaining any material from, or as a result of using, the App.

9.4. Under no circumstances shall we (or any of our respective employees, directors, officers, agents or affiliates) be liable to you or any other person for losses or damages which fall into any of the following categories: (a) lost revenues, lost profits or loss of business; (b) loss of or damage to goodwill, or loss of anticipated savings; (c); unavailability of or corruption to data or (d) any direct, incidental, indirect, exemplary, consequential, special or punitive damages of any kind, including any of the foregoing losses or damages resulting from or in connection with your access to or use of the App (including any inability to use the App or the services offered therein, or reliance on or downloading from the App and/or services), or from any breach of these Terms of Use or any termination hereof, whether such liability is asserted on the basis of contract, tort (including negligence, strict liability or breach of statutory duty) or otherwise and whether or not foreseeable, even if we have been advised or were aware of the possibility of such loss or damages. If any limitation on remedies, damages or liability is prohibited or restricted by law, we shall remain entitled to the maximum disclaimers and limitations available under these Terms of Use, at law and/or in equity.

9.5. Notwithstanding our efforts to ensure that our system is secure, you acknowledge that all electronic data transfers are potentially susceptible to interception by others. We cannot, and do not, warrant that data transfers pursuant to the App, or electronic mail transmitted to and from us, will not be monitored or read by others.

9.6. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with the App, or any actions taken by us at your direction.

9.7. The above exclusions and limitations apply only to the extent permitted by law. None of your statutory rights as a consumer that cannot be excluded or limited are affected.

10. INFORMATION ABOUT YOU & YOUR USE OF THE APP

10.1. We process information about you in accordance with our Privacy Policy, which is available on our website at www.giftlog.co.uk/privacy. By using the App, you consent to such processing and you warrant that all data provided by you is accurate.

11. THIRD-PARTY SERVICES AND WEBSITES

11.1. We make no representations, warranties, terms or conditions nor shall we have any liability (whether in contract, tort, under statute or indemnities or otherwise, including negligence or fundamental breach) with respect to, any third-party products or services.

11.2. We have no control over and accept no responsibility for the content of any website or mobile application to which a link from the App exists (unless we are the provider of those linked websites or mobile applications). Such linked websites and mobile applications are provided “as is” for your convenience only with no warranty, express or implied, for the information provided within them. We do not provide any endorsement or recommendation of any third-party website or mobile application to which the App provides a link. The terms and conditions, terms of use and privacy policies of those third-party websites and mobile applications will apply to your use of those websites and mobile applications and any orders you make for goods and services via such websites and mobile applications. If you have any queries, concerns or complaints about such third-party websites or mobile applications (including, but not limited to, queries, concerns or complaints relating to products, orders for products, faulty products and refunds) you must direct them to the operator of that third-party website or mobile application.

12. EXCLUSION

12.1. Except as expressly stated in these Terms of Use, all warranties and conditions, whether express or implied by statute, common law or otherwise are hereby excluded to the extent permitted by law.

13. GENERAL

13.1. These Terms of Use (and our Privacy Policy, Cookies Policy any other document referred to in these Terms of Use) contain all the terms agreed between us and you regarding their subject matter and supersedes and excludes any prior terms and conditions, understanding or arrangement between us and you, whether oral or in writing. No representation, undertaking or promise shall be taken to have been given or be implied from anything said or written in negotiations between us and you prior to these Terms of Use except as expressly stated in these Terms of Use. Neither us nor you shall have any remedy in respect of any untrue statement made by the other upon which that party relied in entering into these Terms of Use (unless such untrue statement was made fraudulently or was as to a matter fundamental to a party’s ability to perform these Terms of Use) and that party’s only remedies shall be for breach of contract as provided in these Terms of Use.

13.2. You may not assign your rights under these Terms of Use to any person. We may assign our rights under these Terms of Use without condition. These Terms of Use will be binding upon and will inure to the benefit of the parties, their successors, and permitted assigns.

13.3. These Terms of Use may only be modified by a written amendment signed by an authorized executive of the Company or by the posting of a revised version by us.

13.4. If any part of these Terms of Use is held invalid or unenforceable, that part will be construed to reflect the parties’ original intent, and the remaining portions will remain in full force and effect.

13.5. A waiver by either party of any term or condition of these Terms of Use or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof.

13.6. Clause headings are for convenience of reference only and shall not affect the interpretation of these Terms of Use.

13.7. If you have any questions regarding the App or these Terms of Use, please contact us at contact@giftlog.co.uk

14. GOVERNING LAW AND JURISDICTION

14.1. These Terms of Use and any dispute or claim arising, directly or indirectly, out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) is governed by, and shall be construed and enforced in accordance with, the laws of England and Wales excluding choice of law. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute, controversy or claim arising, directly or indirectly, out of or in connection with these Terms of Use, or the breach, termination or validity thereof (including non-contractual disputes or claims). The Contracts (Rights of Third Parties) Act 1999 shall not apply to these Terms of Use.