These User Terms of Service (“User Terms”) are effective as of 01 July, 2022 and govern your use of the services (“Service”), software and platform (the “Platform”) provided by NGENIUS Ltd. (“NGENIUS”, “we”, “our”, etc.), and any data, text, files, information, usernames, images, audio and video clips uploaded, downloaded, or appearing on our Platform or applications.
If you have any questions about these User Terms, please email us at email@example.com.
1 ACCOUNT REGISTRATION AND USE
1.1 Account Registration and Confidentiality
To access the Service and Platform, you must register for an account by creating a user name and password. You agree to provide us with accurate, complete, and current registration information about yourself. It is your responsibility to ensure that your password remains confidential and secure. By registering, you agree that you are fully responsible for all activities that occur under your user name and password. We may assume that any communications we receive under your account have been made by you. If you are a billing owner, an administrator, or if you have confirmed in writing that you have the authority to make decisions on behalf of a Customer (“Account Administrator”), you represent and warrant that you are authorized to make decisions on behalf of the Customer and agree that NGENIUS is entitled to rely on your instructions.
1.2 Unauthorized Account Use
You are responsible for notifying us at firstname.lastname@example.org if you become aware of any unauthorized use of or access to your account. You understand and agree that we may require you to provide information that may be used to confirm your identity and help ensure the security of your account. We will not be liable for any loss, damages, liability, expenses or attorneys’ fees that you may incur as a result of someone else using your password or account, either with or without your knowledge and/or authorisation, and regardless of whether you have or have not advised us of such unauthorized use. You will be liable for losses, damages, liability, expenses and attorneys’ fees incurred by us or a third party due to someone else using your account. In the event that the Account Administrator or Customer loses access to an account or otherwise requests information about an account, NGENIUS reserves the right to request from the Account Administrator or Customer any verification it deems necessary before restoring access to or providing information about such account in its sole discretion.
1.3 Feedback on the Platform
The Platform may have certain features that allow you to submit comments, information, and other materials (collectively, “Feedback”) to NGENIUS and share such Feedback with other users, or the public. By submitting Feedback through the Platform, you grant NGENIUS a license to access, use, copy, reproduce, process, adapt, publish, transmit, host, and display that Feedback for any purpose (including in testimonials or other NGENIUS marketing materials and where required to do so by law or in good faith to comply with legal process.). We reserve the right to remove any Feedback posted in public forums for any reason at our sole discretion.
2 OUR PROPRIETARY RIGHTS
The Service and Platform are owned and operated by NGENIUS and contain materials (including all software, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks) which are derived in whole or in part from materials supplied by NGENIUS and its partners, as well as other sources, and are protected by United Kingdom copyright laws, international treaty provisions, trademarks, service marks and other intellectual property laws. The Service and Platform are also protected as a collective work or compilation under global copyright and other law and treaties. You agree to abide by all applicable copyright and other laws, as well as any additional copyright notices or restrictions contained in the Service and Platform. You acknowledge that the Service and Platform have been developed, compiled, prepared, revised, selected, and arranged by NGENIUS through the application of methods and standards of judgment developed and applied through the expenditure of substantial time, effort, and money and constitute valuable intellectual property of NGENIUS. You agree to notify us immediately upon becoming aware of any claim that the Service or Platform infringe upon any copyright, trademark, or other contractual, statutory, or common law rights. Any unauthorized use of any material contained on or through the Service and Platform may violate copyright laws, trademark laws, the laws of privacy and publicity and communications regulations and statutes.
3 Licence and Acceptable Use
3.1 Your License
3.2 Acceptable Use.
All Users must comply with the following rules regarding acceptable use of the Service and Platform.
3.2.1 Disruption of the Service.
You may not:
- access, tamper with, or use non-public areas of the Service and Platform, NGENIUS’s computer systems, or the technical delivery systems of NGENIUS’s providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measure;
- access or search the Service and Platform by any means other than NGENIUS’s publicly supported interfaces (for example, “scraping”);
- attempt to disrupt or overwhelm our infrastructure by intentionally imposing unreasonable requests or burdens on our resources (e.g. using “bots” or other automated systems to send requests to our servers at a rate beyond what could be sent by a human user during the same period of time); or
- interfere with or disrupt the access of any user, host or network, including, without limitation, by sending a virus, overloading, flooding, spamming, mail-bombing the Service and Platform, in such a manner as to interfere with or create an undue burden on the Service or Platform.
3.2.2 Misuse of the Service and Platform.
You may not utilize the Service or Platform to carry out, promote or support any unlawful or fraudulent activities;
3.3 Violations of this Section 3
In addition to any other remedies that may be available to us, NGENIUS reserves the right to take any remedial action it deems necessary, including immediately suspending or terminating your account or your access to the Service or Platform, upon notice and without liability for NGENIUS should you fail to abide by the rules in this Section 3 or if, in NGENIUS’s sole discretion, such action is necessary to prevent disruption of the Service or Platform for other users. NGENIUS reserves the right to notify the Customer representative(s) of any violations of these Terms.
5 Limitation of Liability
Except as it relates to Our use or processing of your Personal Data or as requried by law, you acknowledge and accept that NGENIUS shall have no liability to you whatsoever in respect to your use of the Patform and Services. In particular, that we disclaim any and all other warranties, whether express, implied, or statutory, including but not limited to the implied warranties of merchantability and fitness for a particular purpose, as well as any warranties of regulatory compliance, performance, accuracy, reliability, non-infringement, or that the use of the platform, services, or work product will be secure, timely, uninterrupted, error- or defect-free, or that errors or defects will be corrected, to the maximum extent permitted by applicable law.
We do not exclude or limit in any way our liability to you where it would be unlawful for us to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors, for fraud or fraudulent misrepresentation and for breach of your legal rights in relation to the Service and Platform.
NGENIUS reserves the right at any time to modify or discontinue, temporarily or permanently, the Service and Platform (or any part thereof), with or without notice. You agree that NGENIUS shall not be liable to you or any third party for any modification, suspension or discontinuance of the Service and Platform.
6 General Terms
6.1 Applicable Law
Please note that these Terms, and their subject matter and formation, are governed by the laws of England and Wales. However, if you are a consumer and resident of any other European country you will benefit from, and if you are a consumer and resident of any country in APAC or the UAE you may benefit from, any mandatory provisions of, and legal rights available to you under, the laws of that country. Nothing in these Terms affects your rights as a consumer to rely on any such local law mandatory provisions and legal rights.
6.2 Complaints or Disputes
You can contact us at email@example.com if you have any complaints or disputes about the Services. You and NGENIUS shall use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating a lawsuit or other form of complaint. If we do not reach an agreed-upon solution within a period of 30 days from the time informal dispute resolution is pursued, to the extent permitted by applicable law, all controversies, disputes, demands, counts, claims or causes of action between you and NGENIUS arising out of, under, or related to the Services shall be submitted to the exclusive jurisdiction of the courts of England and Wales.
6.3 No waiver
If we fail to insist that you perform any obligations under these Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived such rights and will not mean that you do not have to comply with your obligations. If we do waive a failure or breach by you, we will only do so in writing and that will not mean that we automatically waive any future failure of breach by you.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
The section titles in these Terms are for convenience only and have no legal or contractual effect.
We may deliver notice to you by e-mail, posting a notice on the Service and Platform or any other method we choose and such notice will be effective on dispatch. If you give notice to us, it will be effective when received and you must use the following physical or email address: (1) NGENIUS, The Enterprise Centre, Norwich Research Park, Norwich, NR4 7TJ; or (2) firstname.lastname@example.org.