BEFORE YOU USE THE SERVICE SUBJECT TO THESE TERMS OF SERVICE (THE "AGREEMENT"), PLEASE READ THIS DOCUMENT CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN HIGHWOOD DESIGN LIMITED. ("OUR", "US", "WE", THE “COMPANY” OR "HWDMEDIASHARE"), AND YOU ("YOU", "YOUR" OR "YOURSELF") WHICH GOVERNS YOUR USE OF OUR INTERNET-BASED SOFTWARE SERVICE.
THE HWDMEDIASHARE SERVICE (THE "SOFTWARE" OR "SERVICE") ARE PROTECTED BY COPYRIGHT LAWS AND INTERNATIONAL COPYRIGHT TREATIES, AS WELL AS OTHER INTELLECTUAL PROPERTY LAWS AND TREATIES.
1. Regarding the HWDMediaShare Service
- By paying a fee and as long as you are a customer of hwdMediaShare, you are granted a right to use the hwdMediaShare Service (the “Service”) subject to the restrictions set forth in this TOS agreement and any other restrictions stipulated to you by us in writing.
- By selecting hwdMediaShare as a service and utilizing it, you agree to pay for the service in accordance with our service fees and to pay the service fee until you cancel your account with hwdMediaShare.
- hwdMediaShare may revise its fees upon 30 days prior notice.
- You must supply hwdMediaShare with current and complete information to register for Service.
- You can terminate your account at any time; and hwdMediaShare reserves the right, in its sole discretion, to terminate your account if you violate this Agreement.
2. Modification to Service
hwdMediaShare may change, suspend, or discontinue all or any part of the Service at any time, with or without reason. You acknowledge that the operation of the Service may from time to time encounter technical or other problems and may not necessarily continue uninterrupted or without technical or other errors and hwdMediaShare shall not be responsible to you or others for any such interruptions, errors or problems or an outright discontinuance of the Service. hwdMediaShare has no obligation to continue producing or releasing new versions of the Service.
3. Acceptable Use.
- In using the Website/Services you agree not to:
use the Services to send junk email, spam, chain letters, pyramid schemes or any other unsolicited messages, commercial or otherwise;
post, publish, distribute or disseminate material or information that is defamatory, infringing, obscene, indecent, threatening, abusive, harassing or unlawful;
post, publish, distribute or disseminate material or information that incites discrimination, hate or violence towards any person or group on account of their race, religion, disability, nationality or otherwise;
threaten, abuse, disrupt, stalk or otherwise violate the legal rights (including rights of privacy and publicity) of others;
use any information or material in any manner that infringes any copyright, trademark, patent or other proprietary right of any party;
make available or upload files that contain a virus, worm, trojan or corrupt data that may damage the operation of the computer or property of another;
collect or store personal information about others, including email addresses;
advertise or offer to buy or sell goods or services for any commercial purpose, unless such communication facility specifically allows such messages;
impersonate any person or entity for the purpose of misleading others;
violate any applicable laws or regulations;
use the Service in any manner that could damage, disable, overburden or impair the Service or interfere with any other party's use and enjoyment of the Service;
post, publish, distribute or disseminate material or information that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information or confidential information disclosed in the course of employment or under a confidentiality agreement);
attempt to gain unauthorised access to any of the Services, other accounts, computer systems or networks connected to the Website/Services through hacking, password mining or any other means.
- You agree to provide us with current, complete and accurate registration information for the Service and to maintain and properly update such information ("Registration Data").
- You agree to provide true, accurate, current and complete information about yourself as prompted by the Service registration process (such information being the "Registration Data"). You further agree that, in providing such Registration Data, you will not knowingly omit or misrepresent any material facts or information and that you will promptly enter corrected or updated Registration Data via the Service, or otherwise advise us promptly in writing of any such changes or updates. You further consent and authorize us to verify your Registration Data as required for your use of and access to the Service. Once you subscribe to the Service, you shall receive a unique user ID and password in connection with your account (collectively referred to herein as "IDs"). You agree that you will not allow another person to use your IDs to access and use the Service under any circumstances. You are solely and entirely responsible for maintaining the confidentiality of your IDs and for any charges, damages, liabilities or losses incurred or suffered as a result of you failure to do so. We are not liable for any harm caused by or related to the theft of your IDs, your disclosure of your IDs, or your authorization to allow another person to access and use the Service using your IDs. Furthermore, you are solely and entirely responsible for any and all activities that occur under your account including any charges incurred relating to the Service. You agree to immediately notify us of any unauthorized use of your account or any other breach of security known to you. You acknowledge that the complete privacy of your data and messages transmitted while using the Service cannot be guaranteed.
4. Service Use and Limitations.
We will make reasonable efforts to keep the Service operational 24 hours a day/7 days a week, except for: (i) planned downtime; or (ii) any unavailability caused by circumstances beyond our control, including but not limited to, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems or Internet service provider failures or delays.
5. Payment, Refunds, Upgrading Terms
- A valid credit card is required for set up of all accounts regardless of whether the account is free for purposes of verifying User identify.
- Charges for access to the Services are billed in advance on a yearly basis. All payments, except those for the Developer plan, have a 30 day refund period.
- All charges for access are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties in addition to your yearly access account fees. You agree that we may add such charges to your credit card for payment as part of your yearly account fees.
- For any upgrade or downgrade in plan level, your credit card will automatically be charged the new rate on your next billing cycle.
6. Cancellation and Termination
- If you cancel the Services before the end of your current paid up year, your cancellation will take effect immediately, however, the HWDMediaShare access will remain functional through the end of your current billing period.
- HWDMediaShare, in its sole discretion, has the right to suspend or terminate your account and refuse any and all current or future use of the Services, or any other Highwood Design Services, for any reason at any time. Such termination of Services will result in the deactivation or deletion of your account with no refund, or your access to your Account, and the forfeiture and relinquishment of all User Content in your account. HWDMediaShare reserves the right to refuse to provide any of the Services to anyone for any reason at any time.
7. Modifications to the Service and Prices
Prices of all Services, including but not limited to yearly subscription plan fees for Services, are subject to change upon 30 days notice from us. Such notice may be provided at any time by posting the changes to the HWDMediaShare Web site (www.hwdmediashare.co.uk) or such other method as chosen by HWDMediaShare and/or via a software application we offer.
HWDMediaShare shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of any of the Services. By utilizing the Services of this Agreement you accept the terms herein and agree to waive your right to file a claim for losses, damages, etc. against HWDMediaShare and its affiliates for any such changes.
8.1 Installation Services
- HWDMediaShare will attempt to complete any installation service within 5 business days (9am - 5pm Monday to Friday) of receiving your server access details.
- It is your responsibility to backup all server data (files and database). The backup should be checked it is not corrupt and can be used to restore your original website.
- In some server environments the installation of HWDMediaShare is not possible. If we are unable to complete the installation, we will cancel and refund your order.
- If you do not have the requirements which are specified when placing your order then we will be unable to complete the installation, and we will cancel and refund your order.
- Service Time starts after you purchase the service and provide full valid access details (FTP, Admin and other necessary details). You will receive confirmation from us via email that the details you have submitted are valid.
- Installation service is guaranteed for unmodified Joomla sites only. If you have a modified Joomla installation we may cancel and refund your order, or the service will be provided without time limitations.
- You agree to respond promptly in case of any questions to ensure a timely service.
- Under no circumstances and under no legal theory, tort, contract, or otherwise, shall HWDMediaShare be liable to you or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses. In no event will HWDMediaShare be liable for any damages in excess of the amount HWDMediaShare received from you for the product or service, even if HWDMediaShare shall have been informed of the possibility of such damages, or for any claim by any other party.
8.2 Custom Development
- All code provided to the customer through the custom development service is written under the GPL GNU license.
- All prices are quoted without Value Added Tax (VAT), which will be applied to the quote price during payment in accordance with our VAT policy.
- Payment for custom development must be made with credit or debit card only. We accept Visa and MasterCard only.
- Payment for custom development can not be made with Paypal.
- No coupon discounts can be applied to custom development invoices or payments.
- We may ask for full payment before the custom code is delivered.
9. Proprietary Rights
- The Service contains content and technology of the Company that is protected by copyright, trademark, patent, trade secret and other laws. The Company owns intellectual property rights to any protectable part of the Service, including but not limited to the design, artwork, logos, functionality, and documentation (collectively, the “Company Property”). You may not copy, modify, or reverse engineer any part of the Service owned by the Company.
- Any text, images, or other audiovisual information (collectively, “Content”) posted on the Service shall belong to the person that posted such Content. You may use any Content posted by you in any other way without restriction. You may only use Content posted by others in the ways described in these Terms of Service.
- In order to operate the Service, the Company needs the right to make certain uses of your publicly posted Content. Therefore, when you post Content on the Service, you agree to grant the Company an irrevocable, perpetual, worldwide, royalty-free, fully sublicenseable, non-exclusive license to copy, distribute, publicly display, publicly perform and make derivative works of your Content on the Service and on Service affiliated with the Service regardless of the form of media used or of whether such Service now exist or are developed in the future. By posting Content to the Service, you hereby represent and warrant that you have the right to post that Content and to grant the foregoing rights to the Company.
- The Company reserves the right to remove any Content from the service, at its sole discretion.
- The Company respects the intellectual property of others. It may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who repeatedly infringe others' rights. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide the following information to the Company's copyright agent:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- description of where the material that you claim is infringing is located on the site;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the copyright or intellectual property owner's behalf.
The Company's agent for notice of claims of copyright or other intellectual property infringement can be reached as follows.
Highwood Design Limited
10. Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
- YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
- THE COMPANY MAKES NO WARRANTY THAT (I) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (II) THAT YOUR ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR FREE, (III) THAT ANY DEFECTS IN THE SERVICE WILL BE CORRECTED, OR (IV) THAT THE SERVICE OR ANY SERVER THROUGH WHICH YOU ACCESS THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
- YOU UNDERSTAND THAT IN USING THE SERVICE, SENSITIVE INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER HWDMEDIASHARE’S CONTROL (SUCH AS A THIRD PARTY SERVERS). HWDMEDIASHARE MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.
- ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TERMS OF SERVICE.
11. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) THE USE OR THE INABILITY TO USE THE SERVICE; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICE RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICE PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICE; (v) ANY OTHER MATTER RELATING TO THE SERVICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF THE PARTIES SET OUT HEREIN, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY ON ACCOUNT OF ANY CLAIM (WHETHER BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCE OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE) FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS OF THE PARTIES SET OUT HEREIN, IN NO EVENT SHALL EITHER PARTY'S LIABILITY EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY LICENSEE UNDER THIS AGREEMENT. IF YOU ARE DISSATISFIED WITH THE SOFTWARE YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SOFTWARE.
- This Terms of Service constitutes the entire agreement between you and the Company and supersedes any and all previous agreements, written or oral, between you and the Company, including previous versions of the Terms of Service.
- The Company may assign these Terms of Service in whole or part at any time.
- The Terms of Service and the relationship between you and the Company shall be governed by and construed in accordance with the law of England. You and the Company agree to submit to the personal and exclusive jurisdiction of the English courts.
- Any failure of the Company to enforce or exercise a right provided in these terms is not a waiver of that right.
- Should any provision of these terms be found invalid or unenforceable, the remaining terms shall still apply.