Business Terms of Service

1.   Definitions
1.1    Except to the extent expressly provided otherwise, in this Agreement:
"Account" means an account enabling the Customer to access and use the Hosted Services, including both administrator accounts and employee user accounts;
"Agreement" means this agreement including any Schedules, and any amendments or addendums to this Agreement from time to time;
"Business Day" means any weekday other than a bank or public holiday in Canada;
"Business Hours" means the hours of 09:00 to 17:00 MST on a Business Day;
"Charges" means the following amounts:
a)  the amount associated from time to time with any account type or service package selected by the Customer for their Account; and/or
b)  the amounts specified in any addendum to this Agreement; and/or
(b)  such amounts as may be agreed in writing by the parties from time to time.
“Customer” means any person, partnership, corporation or other entity registered through any medium for a user account on the GozAround for Business software platform or otherwise executes an agreement for service for the purposes of establishing an account with GozAround and which incorporates these Terms of Service.
"Customer Confidential Information" means:
(a)    any information disclosed by the Customer to GozAround at any time before the termination of this Agreement (whether disclosed in writing, orally or otherwise) that at the time of disclosure:
(i)    was marked as "confidential";
(ii)    specifically pertains the employees, policies, or business plans of the Customer that is not otherwise published, publically known or made publically available by the Customer; or
(iii)    should have been reasonably understood by GozAround to be confidential;
"Customer Data" means all data, works and materials: uploaded to or stored on the Platform by the Customer; transmitted by the Platform at the instigation of the Customer; supplied by the Customer to GozAround for uploading to, transmission by or storage on the Platform; or generated by the Platform as a result of the use of the Hosted Services by the Customer;
"Documentation" means the documentation for the Hosted Services produced by GozAround and delivered or made available by GozAround to the Customer via the Hosted Services, in print or in any other electronic medium;
"Effective Date" means the date of registration by the Customer with GozAround or alternatively the execution of any Customer specific addendum to this Agreement;
"Force Majeure Event" means an event, or a series of related events, that is outside the reasonable control of the party affected (including but not limited to failures of the internet or any public telecommunications network, hacker attacks, denial of service attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“GozAround” means GozAround Inc., a company incorporated in accordance with the laws of the Country of Canada having its registered office at #203, 2520 Ellwood Drive SW, Edmonton, Alberta, T6X 0A9.
"Hosted Services" means the GozAround for Business system and Platform, as further specified in the descriptions found at www.gozaround.com/business from time to time, which will be made available by GozAround to the Customer as a service via the internet and/or mobile application in accordance with this Agreement;
"Hosted Services Defect" means a defect, error or bug in the Platform having a material adverse effect on the operation or functionality of the Hosted Services, but excluding any defect, error or bug caused by or arising as a result of:
(a)    any act or omission of the Customer or any person authorised by the Customer to use the Platform or Hosted Services;
(b)    any use of the Platform or Hosted Services contrary to the Documentation, whether by the Customer or by any person authorized by the Customer;
(c)    a failure of the Customer to perform or observe any of its obligations in this Agreement; and/or
(d)    an incompatibility between the Platform or Hosted Services and any other system, network, application, program, hardware or software not expressly  specified as compatible in the Hosted Services Specification;
    "Hosted Services Specification" means the specification for the Platform and Hosted Services set out in the particulars of the service level applicable to the Customer’s Account and more particularly described at www.gozaround.com/business;
"Intellectual Property Rights" means all intellectual property rights wherever in the world, whether registrable or unregistrable, registered or unregistered, including any application or right of application for such rights (and these "intellectual property rights" include copyright and related rights, database rights, confidential information, trade secrets, know-how, business names, trade names, trade marks, service marks, passing off rights, unfair competition rights, patents, innovation patents, utility models, and rights in designs);
"Maintenance Services" means the general maintenance of the Platform and Hosted Services, and the application of Updates and Upgrades;
"Mobile App" means the mobile application known as GozAround that is or will be made available by GozAround through the Google Play Store and the Apple App Store;
"Permitted Purpose" means the purpose of engaging and managing corporate and employee efforts in community service activities through volunteerism or financial donations, qualitative and/or quantitative measurement of those activities, and sharing of those activities and/or data online or elsewhere;
"Personal Information" has the meaning given to it in the Personal Information Protection and Electronic Documents Act (PIPEDA) of Canada;
"Platform" means the GozAround platform developed and managed by GozAround and used by the Customer to provide the Hosted Services, including the application and database software for the Hosted Services, the system and server software used to provide the Hosted Services, and the computer hardware on which that application, database, system and server software is installed;
"Schedule" means any schedule attached to main body of this Agreement;
"Services" means any services that GozAround provides to the Customer, or has an obligation to provide to the Customer, under this Agreement;
"Support Services" means support in relation to the use of, and the identification and resolution of errors in, the Hosted Services, but shall not include the provision of training services;
"Supported Web Browser" means the current release from time to time of Microsoft Internet Explorer, Mozilla Firefox, Google Chrome or Apple Safari;
"Term" means the term of this Agreement, commencing in accordance with Clause 3.1 and ending in accordance with Clause 3.2;
"Update" means a patch or minor version update to any Platform software; and
"Upgrade" means a major version upgrade of any Platform software.


3.    Term
3.1    This Agreement shall come into force upon the Effective Date and continue until the Customer or GozAround terminates the Customer’s account in accordance with this Agreement and any Addendum in writing.


4.    Hosted Services
4.1    GozAround shall create an Account for the Customer and shall provide to the Customer login details for that Account on or promptly following the Effective Date.
4.2    GozAround hereby grants to the Customer a worldwide, non-exclusive licence to use the Hosted Services by means of a Supported Web Browser for the internal business purposes of the Customer during the Term.
4.3    The licence granted by GozAround to the Customer under Clause 4.2 is subject to the following limitations:
(a)    the Hosted Services may only be used by the officers, employees, agents and subcontractors of the Customer;
 (c)    the Hosted Services must not be used at any point in time by more than the number of concurrent users and associated employees as specified in the service level associated to the Customer’s GozAround account from time to time, providing that the Customer may add or remove concurrent users and associated employees at its discretion.
4.4    Except to the extent expressly permitted in this Agreement or required by law on a non-excludable basis, the licence granted by GozAround to the Customer under Clause 4.2 is subject to the following prohibitions:
(a)    the Customer must not sub-license its right to access and use the Hosted Services;
(b)    the Customer must not permit any unauthorised person to access or use the Hosted Services;
(c)    the Customer must not use the Hosted Services to provide services to third parties;
(d)    the Customer must not republish or redistribute any content or material from the Hosted Services; and
(e)    the Customer must not make any alteration to the Platform, except in the course of reasonable use of the Platform for its intended purpose.
4.5    The Customer shall use reasonable endeavours, including reasonable security measures relating to administrator Account access details, to ensure that no unauthorised person may gain access to the Hosted Services using an administrator Account.
4.6    GozAround shall use commercially reasonable endeavours to maintain the availability of the Hosted Services to the Customer via the public internet, but does not guarantee 100% availability.
4.7    For greater clarity, downtime caused directly or indirectly by any of the following shall not be considered a breach of this Agreement:
(a)    a Force Majeure Event;
(b)    a fault or failure of the internet or any public telecommunications network;
(c)    a fault or failure of the Customer's computer systems or networks;
(d)    any breach by the Customer of this Agreement; or
(e)    scheduled maintenance carried out in accordance with this Agreement.
4.8    The Customer and all authorized users of or under the Customer’s Account must comply with the GozAround Acceptable Use Policy as amended from time to time, and accessible at www.gozaround.com/business/usepolicy.htm, and must ensure that all persons using the Hosted Services with the authority of the Customer or by means of an administrator Account comply with the GozAround Acceptable Use Policy.
4.9    The Customer must not use the Hosted Services in any way that causes, or may cause, damage to the Hosted Services or Platform or impairment of the availability or accessibility of the Hosted Services in any way.
4.10    The Customer must not use the Hosted Services:
(a)    in any way that is unlawful, illegal, fraudulent or harmful; or
(b)    in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
4.11    The Customer has no right to access the software code (including but not limited to the source code and databases) of the Platform, either during or after the Term.
4.12    GozAround may suspend the provision of the Hosted Services if any amount due to be paid by the Customer to GozAround under this Agreement is overdue, upon 30 days' written notice of its intention to suspend the Hosted Services on this basis.


5.    Maintenance Services
5.1    GozAround shall provide the Maintenance Services to the Customer during the Term.
5.2    GozAround shall where practicable give to the Customer prior notice delivered by email or through messaging on the Platform, of scheduled Maintenance Services, Update or Upgrade that are likely to affect the availability of the Hosted Services or are likely to have a material negative impact upon the Hosted Services.
5.5    GozAround shall provide the Maintenance Services with commercially reasonable skill and care having regard to the standards reasonably expected from a subscription-based software service provider and the scope of the Hosted Services and Charges applicable to the Customer and its use of the Hosted Services.
5.6    GozAround may suspend the provision of the Maintenance Services if any amount due to be paid by the Customer to GozAround under this Agreement is overdue, upon 30 days' written notice of its intention to suspend the Hosted Services on this basis.


6.    Support Services
6.1    GozAround shall provide the Support Services to the Customer during the Term.
6.2    GozAround shall make available to the Customer a helpdesk, primarily via email or online help request submission and, to a lesser extent via telephone and/or internet-based live chat, (the “Helpdesk”) in accordance with the provisions of this main body of this Agreement.
6.3    GozAround shall provide the Support Services via the Helpdesk with commercially reasonable skill and care having regard to the standards reasonably expected from a subscription-based software service provider, the Charges and the nature of the Hosted Services.
6.4    The Customer may use the helpdesk for the purposes of requesting and, where applicable, receiving the Support Services; and the Customer must not use the helpdesk for any other purpose.
6.5    GozAround shall respond in a commercially reasonable time period to all requests for Support Services made by the Customer through the helpdesk.
6.6    GozAround may suspend the provision of the Support Services if any amount due to be paid by the Customer to GozAround under this Agreement is overdue, upon 30 days' written notice of its intention to suspend the Hosted Services on this basis.


7.   Customer Data
7.1    The Customer hereby grants to GozAround a non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt, edit and translate the Customer Data to the extent reasonably required for the provision of the Hosted Services, performance of GozAround's obligations and the exercise of GozAround's rights under this Agreement, together with the right to sub-license these rights to its hosting, connectivity and telecommunications service providers to the extent reasonably required for the performance of GozAround's obligations and the exercise of GozAround's rights under this Agreement.
7.2    The Customer warrants to GozAround that the provision and use of the Customer Data by GozAround in accordance with this Agreement will not:
(a)    breach the provisions of any law, statute or regulation of the country in which the specific Customer Data was generated, submitted to the Platform or at all;
(b)    infringe the Intellectual Property Rights or other legal rights of any person; or
(c)    give rise to any cause of action against GozAround.
7.3    GozAround shall create a back-up copy of the Customer Data at least daily, shall ensure that each such copy is sufficient to enable GozAround to restore the Hosted Services to the state they were in at the time the back-up was taken, and shall retain and securely store each such copy for a minimum period of 14 days.
7.4    Within the period of five (5) Business Days following receipt of a written request from the Customer, GozAround shall use all reasonable efforts to restore to the Platform the Customer Data stored in any back-up copy created and stored by GozAround in accordance with Clause 7.3. The Customer acknowledges that this process will overwrite the Customer Data stored on the Platform prior to the restoration and is subject to fees to be determined prior to the completion of any requested restoration.


8.    Mobile App
8.1    The parties acknowledge and agree that the use of the current or future Mobile App, the parties' respective rights and obligations in relation to the Mobile App and any liabilities of either party arising out of the use of the Mobile App shall be subject to separate terms and conditions, and accordingly this Agreement shall not govern any such use, rights, obligations or liabilities.


9.    No assignment of Intellectual Property Rights
9.1    Nothing in this Agreement shall operate to assign or transfer any Intellectual Property Rights from GozAround to the Customer, or from the Customer to GozAround.


10.   Charges
10.1    The Customer shall pay the Charges to GozAround in accordance with this Agreement.
10.2    All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of any applicable sales taxes, which will be added to those amounts and payable by the Customer to GozAround.
10.4    GozAround may elect to vary any element of the Charges by giving to the Customer not less than 60 days' written notice of the variation, expiring on any anniversary of the date of execution of this Agreement, beginning with the third anniversary.  For greater clarity, the Charges contained in this Agreement are not subject to variation during the Initial Term and only on an annual basis thereafter.


11.    Payments
11.1    GozAround shall issue invoices for the Charges to the Customer in advance of the period to which they relate or as stated in any Addendum to this Agreement.
11.2    The Customer must pay the Charges to GozAround:
a)By automatic credit card charge, if a credit payment details have been  provided to GozAround, which provision, unless otherwise revoked, will be deemed to be on-going authorization to process all Charges as they become due; or
b)In the event payment by cheque or bank transfer has been otherwise agreed to by GozAround in writing, within the period of 30 days following the issue of an invoice in accordance with this Clause 11, providing that the Charges must in all cases be paid before the commencement of the period to which they relate.
11.4    If the Customer does not pay any amount properly due to GozAround under this Agreement, GozAround may charge the Customer interest on the overdue amount at the rate of 18% per annum (which interest will accrue daily until the date of actual payment and be compounded at the end of each calendar month).


12.    GozAround’s confidentiality obligations
12.1    GozAround must:
(a)    keep the Customer Confidential Information strictly confidential;
(b)    not disclose the Customer Confidential Information to any person without the Customer's prior written consent;
(c)    use commercially reasonable efforts to protect the confidentiality of the Customer Confidential Information; and
 (e)    not use any of the Customer Confidential Information for any purpose other than the Permitted Purpose.
12.2    Notwithstanding Clause 12.1, GozAround may disclose the Customer Confidential Information to GozAround's officers, employees, professional advisers, insurers, agents and subcontractors who have a need to access the Customer Confidential Information for the performance of their work with respect to the Permitted Purpose and who are bound by a written agreement or professional obligation to protect the confidentiality of the Customer Confidential Information.
12.3    This Clause 12 imposes no obligations upon GozAround with respect to Customer Confidential Information that:
(a)    is known to GozAround before disclosure under this Agreement and is not subject to any other obligation of confidentiality;
(b)    is or shall come into the public domain in the future through no fault or breach of confidence by the recipient;
(c)    is obtained by GozAround from a third party in circumstances where GozAround has no reason to believe that there has been a breach of an obligation of confidentiality; and
(d)    is required to be disclosed by law, regulation, government order or a court of competent jurisdiction.
12.5    The provisions of this Clause 12 shall continue in force for a period of 5 years following the termination of this Agreement, at the end of which period they will cease to have effect.


13.    Data Protection
13.1    The Customer warrants to GozAround that it has the legal right to disclose all Personal Information that it does in fact disclose to GozAround under or in connection with this Agreement, and that the processing of that Personal Information by GozAround for the Permitted Purpose in accordance with this Agreement will not breach any applicable data protection or data privacy laws.
13.2    To the extent that GozAround processes Personal Information disclosed by the Customer, GozAround warrants that:
(a)    it will act only on instructions from the Customer in relation to the processing of that Personal Information;
(b)    it has in place reasonable security measures against unlawful or unauthorized access to that Personal Information and against loss or corruption of that Personal Information; and
(c)    it will not transfer or permit the transfer of that Personal Information outside the Platform without the prior written consent of the Customer.


14.    Warranties
14.1    GozAround warrants to the Customer that:
a)GozAround has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement; and
b)GozAround will comply with all applicable legal and regulatory requirements applying to the exercise of GozAround's rights and the fulfilment of GozAround's obligations under this Agreement.
c)the Platform and Hosted Services will conform in all material respects with the Hosted Services Specification;
d)the Hosted Services will be free from substantial Hosted Services Defects;
e)the application of Updates and Upgrades to the Platform by GozAround will not intentionally introduce any Hosted Services Defects into the Hosted Services and that in the event such a defect results, GozAround will make reasonable efforts to correct the same;
f)the Platform will be free from viruses, worms, Trojan horses, ransomware, spyware, adware and other malicious software programs (collectively “Malicious Elements”) and that in the event such a Malicious Element should be introduced, GozAround will make reasonable efforts to correct the same; and
g)the Platform will incorporate security features reflecting the requirements of good industry practice.
14.3    GozAround warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not breach any applicable statutes or regulations under Canadian law.
14.4    GozAround warrants to the Customer that the Hosted Services, when used by the Customer in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person to the best knowledge of GozAround.
14.5    If GozAround reasonably determines, or any third party alleges, that the use of the Hosted Services by the Customer in accordance with this Agreement infringes any person's Intellectual Property Rights, GozAround may at its own cost and expense:
a)modify the Hosted Services in such a way that they no longer infringe the relevant Intellectual Property Rights;
b)resist or refute such allegation until directed to cease the infringing conduct by order of a court of competent jurisdiction; or
c)procure for the Customer the right to use the Hosted Services in accordance with this Agreement.
14.6    The Customer warrants to GozAround that it has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement.


15.    Acknowledgements and warranty limitations
15.1    The Customer acknowledges that complex software, such as the Platform and Hosted Services, is never wholly free from defects, errors and bugs; and subject to the other provisions of this Agreement, GozAround gives no warranty or representation that the Hosted Services will be wholly free from defects, errors and bugs.
15.2    The Customer acknowledges that complex software, such as the Platform and Hosted Services, is never entirely free from security vulnerabilities; and subject to the other provisions of this Agreement, GozAround gives no warranty or representation that the Hosted Services will be entirely secure.
15.3    The Customer acknowledges that the Hosted Services are designed to be compatible only with Supported Web Browsers and GozAround does not warrant or represent that the Hosted Services will be compatible with any other software or systems.
15.4    The Customer acknowledges that GozAround will not provide any legal, financial, accounting advice under this Agreement or in relation to the Hosted Services; and, except to the extent expressly provided otherwise in this Agreement, GozAround does not warrant or represent that the Hosted Services or the use of the Hosted Services by the Customer will not give rise to any legal liability on the part of the Customer or any other person.


16.    Limitations and exclusions of liability
16.1    Neither party shall be liable to the other party in respect of any losses arising out of a Force Majeure Event.
16.2    GozAround shall not be liable to the Customer in respect of any:
a)loss of profits or anticipated savings;
b)loss of revenue or income;
c)loss of use or production;
d)loss of business, contracts or opportunities;
e)any special, indirect or consequential loss or damage.
16.2    Neither party shall be liable to the other party in respect of any loss or corruption of any data, database or software providing that GozAround has fully complied with its obligations under Clause 7.3 and Clause 7.4.
16.4    In any event whatsoever, the liability of GozAround to the Customer under this Agreement in respect of any event or series of related events shall not exceed the greater of the total amount paid and payable by the Customer to GozAround under this Agreement in the 12 month period preceding the commencement of the event(s).


17.    Force Majeure Event
17.1    If a Force Majeure Event gives rise to a failure or delay in either party performing any obligation under this Agreement (other than any obligation to make a payment), that obligation will be suspended for the duration of the Force Majeure Event.
17.2    A party that becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in that party performing any obligation under this Agreement, must:
(a)    promptly notify the other; and
(b)    inform the other of the period for which it is estimated that such failure or delay will continue.
17.3    A party whose performance of its obligations under this Agreement is affected by a Force Majeure Event must take reasonable steps to mitigate the effects of the Force Majeure Event.


18.    Termination
18.1    Subject to any agreed Term contained in this Agreement, in the details of the service level selected by the Customer upon registration with GozAround, or in any Addendum to this Agreement, the Customer may terminate this Agreement by cancelling its account through any online cancellation available within the Platform or upon written request to GozAround.
18.2    GozAround may terminate this Agreement and the Customer’s account on the Platform at any time in its sole discretion, immediately by giving written notice of termination to the other party if the other party commits a material breach of this Agreement.
18.3    Notwithstanding any term otherwise agreed to between the parties, ether party may terminate this Agreement immediately by giving written notice of termination to the other party if:
(a)    the other party:
(i)    is dissolved;
(ii)    ceases to conduct all (or substantially all) of its business;
(iii)    is or becomes unable to pay its debts as they fall due;
(iv)    is or becomes insolvent or is declared insolvent; or
(v)    convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b)    an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c)    an order is made for the winding up of the other party, or the other party passes a resolution for its winding up[ (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under this Agreement)]; or
(d)    if that other party is an individual:
(i)    that other party dies;
(ii)    as a result of illness or incapacity, that other party becomes incapable of managing his or her own affairs; or
(iii)    that other party is the subject of a bankruptcy petition or order.


19.    Effects of termination
19.1    Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, save that the following provisions of this Agreement shall survive and continue to have effect (in accordance with their express terms or otherwise indefinitely): Clauses 1, 4.11, 8, 11.2, 11.4, 12, 16, 19, 21 and 22.
19.2    The termination of this Agreement shall not affect the accrued rights of either party.
19.3    Within 30 days following the termination of this Agreement for any reason the Customer agrees that:
(a)    the Customer must pay to GozAround any Charges in respect of Services provided to the Customer before the termination of this Agreement; and
(b)    any Charges paid for future use of the Services are non-refundable, unless this Agreement is Terminated by GozAround.
    without prejudice to the parties' other legal rights.


20.    Notices
20.1    Any notice from one party to the other party under this Agreement must be given by one of the following methods using the relevant contact details set out in this Clause 20:
(a)    delivered personally or sent by courier, in which case the notice shall be deemed to be received upon delivery ;
(b)    sent by recorded signed-for mail, in which case the notice shall be deemed to be received upon delivery and acceptance; or
(c)    delivered by email or fax transmission, in which case the notice shall be deemed to be received upon successful transmission.
providing that, if the stated time of deemed receipt is not within Business Hours, then the time of deemed receipt shall be when Business Hours next begin after the stated time.
20.2    GozAround's contact details for notices under this Clause 20 are as follows:
    #203, 2520 Ellwood Drive SW
    Edmonton, Alberta T6M1W8
    CANADA
    Email: info@gozaround.com
20.2    The Customer’s contact details for notices under this Clause 20 are that which are specified on the Customer’s account on the Platform from time to time.
20.3    The addressee and contact details of either party may be updated from time to time and may be confirmed by referencing www.gozaround.com/business/tos or the Customer’s contact details on their Account.  


22.    General
22.1    No breach of any provision of this Agreement shall be waived except with the express written consent of the party not in breach.
22.2    If any provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions of this Agreement will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect (unless that would contradict the clear intention of the parties, in which case the entirety of the relevant provision will be deemed to be deleted).
22.3    This Agreement may not be varied except by a written document signed by or on behalf of each of the parties.
22.4    The Customer may not, without the prior written consent of GozAround, assign, transfer, charge, license or otherwise deal in or dispose of any contractual rights or obligations under this Agreement.
22.5    This Agreement is made for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement under or relating to this Agreement are not subject to the consent of any third party.
22.6    Subject to any written addendum signed on behalf of each of the Parties, this Agreement shall constitute the entire agreement between the parties in relation to the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter.
22.7    This Agreement shall be governed by and construed in accordance with the laws of the Country of Canada.
22.8    The courts of the Province of Alberta shall have exclusive jurisdiction to adjudicate any dispute arising under or in connection with this Agreement.

23.    Interpretation
23.1    In this Agreement, a reference to a statute or statutory provision includes a reference to:
(a)    that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
(b)    any subordinate legislation made under that statute or statutory provision.
23.2    The Clause headings do not affect the interpretation of this Agreement.
23.3    In this Agreement, general words shall not be given a restrictive interpretation by reason of being preceded or followed by words indicating a particular class of acts, matters or things.

Acceptable Use Policy


1.    Introduction
1.1    This acceptable use policy (the "Policy") sets out the rules governing:
(a)    the use of [the website at [URL], any successor website, and the services available on that website or any successor website] (the "Services"); and
(b)    the transmission, storage and processing of content by you, or by any person on your behalf, using the Services ("Content").
1.2    References in this Policy to "you" are to [any customer for the Services and any individual user of the Services] (and "your" should be construed accordingly); and references in this Policy to "us" are to [identify provider] (and "we" and "our" should be construed accordingly).
1.3    By using the Services, you agree to the rules set out in this Policy.
1.4    We will ask for your express agreement to the terms of this Policy before [you upload or submit any Content or otherwise use the Services].
1.5    You must be [at least 18 years of age] to use the Services; and by using the Services, you warrant and represent to us that you are at least 18 years of age .


2.    General usage rules
2.1    You must not use the Services in any way that causes, or may cause, damage to the Services or impairment of the availability or accessibility of the Services.
2.2    You must not use the Services:
(a)    in any way that is unlawful, illegal, fraudulent or harmful; or
(b)    in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
2.3    You must ensure that all Content complies with the provisions of this Policy.


3.    Unlawful Content
3.1    Content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).
3.2    Content[, and the use of Content by us in any manner licensed or otherwise authorised by you,] must not:
(a)    [be libellous or maliciously false];
(b)    [be obscene or indecent];
(c)    [infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right];
(d)    [infringe any right of confidence, right of privacy or right under data protection legislation];
(e)    [constitute negligent advice or contain any negligent statement];
(f)    [constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity];
(g)    [be in contempt of any court, or in breach of any court order];
(h)    [constitute a breach of racial or religious hatred or discrimination legislation];
(i)    [be blasphemous];
(j)    [constitute a breach of official secrets legislation]; or
(k)    [constitute a breach of any contractual obligation owed to any person].
[additional list items]
3.3    You must ensure that Content is not and has never been the subject of any threatened or actual legal proceedings or other similar complaint.


4.    Graphic material
4.1    Content must be appropriate for all persons who have access to or are likely to access the Content in question[, and in particular for children[ over 12 years of age]].
4.2    Content must not depict violence[ in an explicit, graphic or gratuitous manner].
4.3    Content must not be pornographic[ or sexually explicit].


5.    Factual accuracy
5.1    Content must not be untrue, false, inaccurate or misleading.
5.2    Statements of fact contained in Content and relating to persons (legal or natural) must be true[; and statements of opinion contained in Content and relating to persons (legal or natural) must be reasonable, be honestly held and indicate the basis of the opinion.


6.    Negligent advice
6.1    Content must not consist of or contain any [legal, financial, investment, taxation, accountancy, medical or other professional] advice, and you must not use the Services to provide any legal, financial, investment, taxation, accountancy, medical or other professional advisory services.
6.2    Content must not consist of or contain any advice, instructions or other information that may be acted upon and could, if acted upon, cause death, illness or personal injury, damage to property, or any other loss or damage.


7.    Etiquette
7.1    Content must be appropriate, civil and tasteful, and accord with generally accepted standards of etiquette and behaviour on the internet.
7.2    Content must not be offensive, deceptive, threatening, abusive, harassing, menacing, hateful, discriminatory or inflammatory.
7.3    Content must not be liable to cause annoyance, inconvenience or needless anxiety.
7.4    You must not use the Services to send any hostile communication or any communication intended to insult, including such communications directed at a particular person or group of people.
7.5    You must not use the Services for the purpose of deliberately upsetting or offending others.
7.6    You must not unnecessarily flood the Services with material relating to a particular subject or subject area, whether alone or in conjunction with others.
7.7    You must ensure that Content does not duplicate other content available through the Services.
7.8    You must ensure that Content is appropriately categorised.
7.9    You should use appropriate and informative titles for all Content.
7.10    You must at all times be courteous and polite to other users of the Services.


8.    Marketing and spam
8.1    You must not[ without our written permission] use the Services for any purpose relating to [the marketing, advertising, promotion, sale or supply of any product, service or commercial offering].
8.2    Content must not constitute or contain spam, and you must not use the Services to store or transmit spam - which for these purposes shall include [all unlawful marketing communications and unsolicited commercial communications].
8.3    You must not send any spam[ or other marketing communications] to any person using any email address[ or other contact details] made available through the Services or that you find using the Services.
8.4    You must not use the Services to promote or operate any chain letters, Ponzi schemes, pyramid schemes, matrix programs, "get rich quick" schemes or similar letters, schemes or programs.


9.    Gambling
9.1    You must not use the Services for any purpose relating to [gambling, gaming, betting, lotteries, sweepstakes, prize competitions or any gambling-related activity].


10.    Monitoring
10.1    You acknowledge that [we may actively monitor the Content and the use of the Services] OR [we do not actively monitor the Content or the use of the Services].


11.    Data mining
11.1    You must not conduct any systematic or automated data scraping, data mining, data extraction or data harvesting, or other systematic or automated data collection activity, by means of or in relation to the Services.


12.    Hyperlinks
12.1    You must not link to any material using or by means of the Services that would, if it were made available through the Services, breach the provisions of this Policy.


13.    Harmful software
13.1    The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any viruses, worms, spyware, adware or other harmful or malicious software, programs, routines, applications or technologies.
13.2    The Content must not contain or consist of, and you must not promote or distribute by means of the Services, any software, programs, routines, applications or technologies that will or may have a material negative effect upon the performance of a computer or introduce material security risks to a computer.