Terms and Conditions
Terms and Conditions of the use for the Social Media Portal
Social Media Portal is a brand of Elemental Communications Limited (“Elemental”). These Terms and Conditions apply when you access http://www.socialmediaportal.com
(“SMP”). These Terms and Conditions are for your benefit and you should read them before using our services. Having read them, if you find you cannot agree to them, you must not use our website. If, however, you agree to them unconditionally, (as we are sure that you will) please continue on and use SMP.
Elemental may amend these Terms and Conditions at any time by posting the amended Terms and Conditions on our web site, SMP, and directing registered users to such changes by email.
Except as stated below, all amended Terms and Conditions shall be automatically effective after they are posted on SMP. 1. Membership of SMP
To use our services you must have capacity to form legally binding contracts under the laws of England and Wales. If you are an individual user (as distinct from a corporate user) you must be over the age of 18. If you fall outside of these requirements, you are not permitted to use our services and no contract will be formed between you and Elemental and any services extended to you as a member will be terminated.2. Formation of Contract
2.1 As stated above, in order that a legally binding contract can be formed between Elemental and a member eligible under clause 1 above, the member is required to accept these Terms and Conditions unconditionally by clicking the 'I accept' checkbox during the registration process.
2.2 Elemental, in its absolute discretion reserves the right to refuse, suspend or cancel membership of any member.
2.3 In consideration of Elemental agreeing to the member's use of SMP and its Services (as defined in clause 9.1 below), the member agrees to comply with these Terms and Conditions.3. Fees and Services
3.1 The services provided on SMP are listed in full on the site (the “Services”) and will be provided through SMP by Elemental on Elemental’s acceptance of your order to purchase the relevant membership level and on receipt of payment for the relevant Services (the “Fees”). Each membership that you may take out will be treated as a separate legal contract between you and Elemental for provision of the relevant Services, subject to these Terms and Conditions.
3.2 The Fees are the fees quoted on SMP and as such may change from time to time. The Fees appearing on SMP are what will be charged for new or renewed memberships from the date quoted. All fees are in UK Sterling. You are responsible for paying all fees associated with using the Services and SMP and all applicable taxes.
3.3 All Fees shall be payable by you in full in advance and are non-refundable, subject to the Cancellation and Refunds Policy below.
3.4 All payments are made through Paypal and their terms and conditions should be read in conjunction with these.
3.5 SMP accepts no responsibility for taxes etc on transactions effected as a direct or indirect result of the use of SMP. However, for persons based in the EU (including the UK), VAT may apply in two ways:
3.5.1 If you are a business, you may have to remit VAT on our services to you (under 'reverse charging').
3.5.2 Whether you are a business or not, and whether you are buying or selling, VAT may apply to your transactions. Please be aware that in some rare cases the amount a seller nets from a sale may be less than the net value once VAT is paid. The complexity of VAT (which applies differently in numerous countries, to different items, and at different rates) means Elemental cannot prevent some such occurrences. You accept the risk that this affects you.
3.6 The Services shall be made reasonably available to you, subject to these Terms and Conditions and subject to technical errors and downtime which may be associated with the Internet. You acknowledge and accept that SMP has no control over the Internet. Access to SMP and the Services cannot, therefore, be error free or uninterrupted and may be disrupted and very variable.
3.7 Every effort is made to ensure the continuity of SMP and the Services, but some occasional technical downtime beyond our control may occur. You acknowledge and accept that such downtime may prevent SMP being viewed and may restrict access to your subscription account or the ability to access the Services from time to time.4. Cancellation and Fees Refunds Policy
4.1 If you are acting as a consumer, under the Consumer Protection (Distance Selling) Regulations 2000, you have a statutory right to cancel any distance contract either within 7 days of the date of purchase as long as you have not yet accessed the relevant services. We extend this right in that whether or not you are acting as a consumer, you may cancel any subscription to/purchase of Services during the period up until the relevant Services are delivered (which shall for this purpose be defined as access by you to the members area on SMP on more than one occasion) or the end of 7 days from the date of purchase, whichever is shorter ("Cancellation Period"). If you validly cancel any contract for Services within the Cancellation Period Elemental shall refund to you the Fees paid for the relevant Services. If you cancel any contract for Services outside the Cancellation Period, the Fees paid by you for the relevant Services shall be non-refundable.5. Third Party Advertising and Links to Third Party Websites
5.1 There will be various third party advertising and hyperlinks posted on SMP from time to time which may contain links to third party web sites, frames and portals ("Third Party Sites"). You acknowledge and accept that Elemental does not exercise any review or editorial control over the content of such third party advertising whatsoever.
5.2 Accordingly, all SMP's liability or responsibility for the content of such third party advertising on SMP and any damage it may cause is hereby disclaimed and excluded to the maximum extent permitted by law.
5.3 SMP is not responsible for the content or availability of any Third Party Sites. If you decide to use any link to a Third Party Site you leave SMP and you do so at your own risk. It is your sole responsibility to take all protective measures to guard against viruses or other destructive elements which may exist on such Third Party Sites.
5.4 SMP does not endorse the content of Third Party Sites, is not affiliated with or associated with the owners of such Third Party Sites or legally authorised to use intellectual property displayed on such Third Party Sites EXCEPT where Elemental specifically states the contrary on SMP.6. The Site
6.1 SMP may from time to time change the content, presentation, performance, user facilities and availability of any part of SMP at its sole discretion and without notice. It is the member's responsibility to refer to and update itself in relation to any changes made.
6.2 Elemental makes no warranty as to the continuous availability of SMP, but shall use reasonable endeavours to keep down time to a minimum.7. The purpose of SMP
7.1 SMP is a space for Elemental to provide online marketing industry knowledge to online marketing professionals and for online marketing professionals to interact, share information and opinions, and advertise ("the Services") including but not limited to posting information on SMP via the blog and casts. Although community members may choose to conduct business related communications and transactions through SMP, Elemental and SMP are not involved in any actual transaction between buyers and sellers and SMP is not provided for this purpose. As a result, Elemental has no control over the quality, safety, truth, accuracy or legality of any products, items, vacancies, statements or services posted or offered, nor does Elemental have any ability whatsoever to warrant or guarantee the integrity of the providers or purchasers of such products, items, vacancies, statements or services.
7.2 SMP cannot and does not confirm each member's purported identity. Elemental allows members to give access to information about themselves to other members. If you are in any doubt as to an individual's identity you are encouraged to attempt to communicate directly with that person to further establish their credentials.
7.3 In the event that you have a dispute or issue with one or more of the other users, you shall release Elemental (and our officers, directors, agents, subsidiaries and employees) from claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes.
7.4 SMP is designed to help members obtain online marketing information, and to discuss online marketing issues. Some of this information is provided by SMP. All information used is readily available on the Internet and is information in the public domain. Some information may sometimes be provided by our members, some of whom use anonymous user IDs and are people we may have never met. Whilst the quality of material submitted will be generally high, Elemental does not control the information provided by members, and you may find other member's information to be offensive, harmful, inaccurate, or deceptive. Please use caution and common sense when using our Site. Please note that there are also risks in dealing with foreign nationals, underage persons or people acting under false pretences.
7.5 Furthermore, as you cannot be sure who any contributor really is, and Elemental does not vouch for anyone, you should treat the contributors here in the same way that you would treat anyone you had come across for the first time. We recommend that you do not rely upon the information you find at SMP but rather, you use it as a starting point for doing independent research, and then decide for yourself the accuracy and merits of the information that has been shared on SMP. As such Elemental cannot guarantee and gives no warranty as to the accuracy, veracity, or completeness of any such information provided.
7.6 The opinions expressed on SMP are those of the contributing individuals. If you act on anything that is said or done you must do so on the basis of a considered decision of your own, having weighed up the pros, cons and risks thereby fully accepting the responsibility for the success or failure of your actions. Under no circumstances shall Elemental be liable for direct, indirect, or incidental damages resulting from your use of information, commentary, advice or other content on SMP whoever the contributing individuals are and whatever status they have. You agree to indemnify Elemental against any actions, claims, proceedings, or liabilities arising from your use of the content of SMP.8. Member Information
8.1 "Member Information" is defined as any information provided by you to Elemental or other users during registration, in any public area, through feedback or any e-mail or form features.
8.2 Member Information and conduct (or any items listed therein) shall not:
8.2.1 be false, inaccurate or misleading
8.2.2 be fraudulent or involve the sale of counterfeit or stolen items
8.2.3 infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy
8.2.4 violate any law, statute, ordinance or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising)
8.2.5 be defamatory, trade libellous, unlawfully threatening or unlawfully harassing
8.2.6 be obscene, blasphemous, contain any pornography including without limitation child pornography or other legally restricted material
8.2.7 contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information
8.2.8 create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers
8.2.9 impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with anyone or anything
8.2.10 post or transmit chain letters, pyramid schemes, advertising, promotional materials, or other solicitation except as where explicitly requested by another user
8.4 You are responsible for all statements made and acts that occur through the use of your membership and password. Please don't disclose your password to anyone. If your password has been stolen, you must let us know. SMP may at any time, and at its sole discretion, terminate your membership without prior notice to you for violating the above provisions.
8.5 While SMP cannot review all transmissions by members, we reserve the right to, and may from time to time, monitor any information transmitted or received through our service. Elemental, at our sole discretion and without further notice to you, may review, remove, or otherwise block any information (including posts to any part of SMP) that we deem inappropriate or that violates any of this agreement.9. SMP Blog
9.1 The SMP Blog is managed and edited by employees of Elemental acting in their own capacity (the “Independent Editors") and as such the Independent Editors are not representing Elemental and its views. Elemental concedes that even its employees’ comments in the SMP Blog may not at times be completely accurate and as such, users should treat any information contained in the SMP Blog as only indicative and should not rely upon such information without their own independent research.
9.2 Elemental does not control or edit any of the information or views set out in comments to the SMP Blog made by members and accordingly Elemental does not warrant or guarantee the validity, accuracy or reliability for such information or views expressed by members on SMP. Elemental does not endorse or advocate any of the information or views set out on any part of SMP which are not the views of Elemental.
9.3 Elemental carries out no review nor does it exercise any editorial control over the SMP Blog. Accordingly all Elemental's liability or responsibility for the content of the SMP Blog and any damage it may cause is hereby disclaimed and excluded to the maximum extent permitted by law subject that Elemental's maximum liability for such material shall be strictly limited to removing any material which is reasonably notified in writing to Elemental as infringing the rights of others or otherwise illegal.
9.4 You acknowledge the risk of intellectual property rights infringement and breach of confidentiality relating to any material you submit to the SMP Blog. You, therefore, warrant and represent that you own all intellectual property rights in such material and that such material shall not:
9.4.1 reproduce images or text copied in whole or in part from other sources;
9.4.2 be confidential information owned by a third party;
9.4.3 be false, fraudulent, inaccurate or misleading;
9.4.4 infringe any third party's copyright, patent, trade mark, trade secret or other proprietary rights or rights of publicity or privacy;
9.4.5 be defamatory, libellous, unlawfully threatening or unlawfully harassing;
9.4.6 be obscene, blasphemous, contain any pornography including without limitation child pornography or other legally restricted material;
9.4.7 contain any viruses, Trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
9.4.8 create liability for us or cause us to lose (in whole or in part) the services of our ISPs or other suppliers;
9.4.9 impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with anyone or anything.
9.5 You shall fully indemnify Elemental for any claims or damage (including legal costs) for any of the warranties set out in clause 9.4.
9.6 To enable Elemental to permit the unreviewed publication of the SMP Blog on SMP, such that we are not violating any rights you have in that information or material, you agree to grant Elemental a non-exclusive, worldwide, perpetual, irrevocable, royalty-free licence to use the copyright, publicity and other intellectual property rights you have in such information and material for solely for the purpose of permitting its publication on SMP.
9.7 If Elemental becomes aware that any material displayed on the SMP Blog is or may be in breach or probably breach any of the terms and conditions set out above it shall have the right to delete it. Accordingly, we invite you to report to Elemental any material on the SMP Blog we you believe may breach the above terms and conditions.10. Other Member Submissions
10.1 SMP provides an automatic procedure on SMP whereby members can submit a press release, story or details of events to SMP for posting on the relevant pages of SMP. Elemental provides no warranty or guarantee whatsoever to any third party that any such information or accompanying images provided by members SMP are accurate, reliable or legitimately cleared for publication.
We reserve the right to refuse or publish any and all content that is submitted to SMP.
10.2 SMP also provides no warranty or guarantee whatsoever that all
submissions above will result in a successful posting. It is the member’s responsibility to ensure that they are not solely relying on this service to disseminate information.11. Your Use of SMP
11.1 You agree that you will not take any action that imposes an unreasonable or disproportionately large load on SMP's infrastructure.
11.2 You agree that you will not use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the content contained herein without the prior written consent of SMP.
11.3 You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of SMP.
11.4 Much of the information on SMP is proprietary or is licensed to Elemental by our users or third parties. You agree that you will not copy, reproduce, alter, modify, create derivative works, or publicly display any content (except for Member Information) from SMP without the prior written consent of Elemental or the appropriate third party, with the exception of downloading or printing a single copy for yourself for offline viewing.12. Breach
12.1 Without limiting other remedies, SMP may immediately issue a warning, temporarily suspend, indefinitely suspend or terminate your membership and refuse to provide the Services to you if:
12.1.2 SMP are unable to verify or authenticate any information you provide to us; and
12.1.3 SMP believe that your actions may cause legal liability for you, our members or us.13. Privacy
14.1 The Site including, without limitation, its contents, functionality, performance and features are provided on an "as available basis" at the member's sole risk and without representations or warranties of any kind and to the full extent permitted by law. Elemental and other parties involved in creating, producing or delivering SMP expressly exclude all warranties, conditions or terms express or implied, statutory or otherwise including without limitation any warranty as to satisfactory quality or any warranty or commitment that access or use will be uninterrupted or error free.15. Liability Limit
15.1 In no event shall Elemental or its suppliers be liable for any direct, indirect or consequential loss (however arising, including as a result of negligence) arising out of or in connection with this agreement including the use of SMP or the Services EXCEPT where and to the extent that applicable law prohibits such exclusion or limitation.
15.2 Elemental shall not be liable or responsible in any way for any damage caused by any misuse of SMP by you or any third party, or caused by any of the Services.
15.3 Elemental shall be free to modify, temporarily suspend or cancel the Services and to reasonably amend these Terms and Conditions at any time in writing which amendments will be deemed to be agreed by you on your continued use of SMP and the Services.16. Indemnity
16.1 You agree to indemnify, defend and hold harmless Elemental and its subsidiaries, affiliates, officers, directors, agents, and employees, from and against any claim, demand, liability, cost, damage or lost it may incur, including legal fees, made by any third party due to or arising out of your breach of this Agreement or the documents it incorporates by reference, or your violation of any law or the rights of a third party.17. Legal Compliance
17.1 You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of our service.18. No Agency
18.1 You agree that you and SMP are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by this Agreement.
19.1 All notices required to be served on SMP shall be sent to the contact address or email address stated at the bottom of these Terms and Conditions or as otherwise notified on SMP from time to time for such purpose.20. Arbitration
20.1 Any dispute arising out of or relating to this Agreement or the Services shall be settled by an arbitration tribunal designated by Elemental. Any such dispute shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in the U.K., and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Either you or Elemental may seek any interim or preliminary relief from a court of competent jurisdiction in the U.K. necessary to protect the rights or property of you or us pending the completion of arbitration.21. Intellectual Property
21.1 You acknowledge that the ownership in any intellectual property rights (including, for the avoidance of doubt, patents, copyright, rights in databases, trade marks and trade names whether registered or unregistered and subsisting anywhere in the World) in SMP belongs to Elemental or its third party licensors. Accordingly, any part of SMP (or its code) may not be used, transferred, copied or reproduced in whole or in part for any purpose other than the utilisation of SMP and the Services, meaning that you may only display it on your computer screen and print it out on your printer for the sole purpose of viewing its content in connection with the Services.
21.2 Subject to the terms and conditions herein, copyright and all other intellectual property rights subsisting in each and every piece of information provided on SMP is owned by Elemental or the third party providers of such information. You may use information retrieved from SMP only for the purposes of the Services.
21.3 SMP reserves the right in accordance with the licence granted under these Terms and Conditions to license and republish the material contributed by you.
21.4 No person other than the rightful owner or licensee of any copyright and other intellectual property rights may:
21.4.1 distribute, modify, transmit, re-use, re-post, or use any or all of the information on this Site for any purpose other than as set out above nor for public or commercial purposes without Elemental's or the relevant licensee's prior written permission;
21.4.2 provide hypertext links, URL Links, graphic links, hyperlinks or other direct connection for profit or gain to the Elemental Services without Elemental's or the relevant licensee's prior written permission;
21.4.3 display, publish, copy, print, post or otherwise use the Elemental Services and the information contained therein for the benefit of any other website without Elemental's or the relevant licensee's prior written permission;
21.4.4 process or otherwise use the information contained on or within the Elemental Services for any illegal or immoral purpose nor use or process the same unfairly.
21.5 You agree and accept that Elemental may publish or otherwise distribute Member Information and you therefore grant to Elemental an irrevocable, perpetual, non-exclusive right and licence to publish Member Information and all content contained therein on or within SMP, on any other media whatsoever and in its own advertising and promotion.
21.6 You undertake to Elemental to indemnify and hold harmless Elemental in full and defend at your own expense Elemental against all claims, liabilities, costs and losses whatsoever and howsoever incurred by Elemental its servants or nominees arising out of any claim made against it in any jurisdiction in the world for infringement of any intellectual property rights of any third party caused by your use of SMP and Member Information.
21.7 Elemental, the Elemental logo, SMP and the SMP logo are trade names or trade marks of Elemental, the use of which is expressly forbidden by any other persons without the express permission of Elemental.
21.8 Elemental makes no warranty or representation in respect of any other trade mark or trading name, symbol or device, all of which are hereby acknowledged. If you have any questions in relation to the use of any marks contained within the Elemental Services please contact Elemental at the address below.22. Intellectual Property Infringement
22.1 Users might share messages and information that they have copied from other sources. As there are many thousands of possible sources of various nature spread out across the Internet, it is impossible for Elemental to know if a posting or other content contribution infringes a third party's intellectual property right and to what degree.
22.2 If you believe that your intellectual property right has been infringed, it is your obligation to notify SMP immediately. Elemental accepts no liability for copyright or trade mark infringement or any other infringement of a third party's intellectual property rights by any of its users though Elemental will endeavour to protect any rights owner through reasonably appropriate action should any infringement come to light.23. General
23.1 This Agreement shall be governed in all respects by the laws of England and Wales as if the Agreement was a contract wholly entered into and wholly performed within England. Except in the event of arbitration, the parties hereby submit to the jurisdiction of the English courts.
23.2 If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out of these Terms and Conditions and the remaining provisions shall remain in force. Elemental's failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches.
23.3 The laws of your country may be different from those of England and Wales in numerous respects. There is no practical way for Elemental to monitor the laws of every country in detail. Please do not assume that you are allowed to do what other members do. Elemental does not approve or validate transactions, advice or communications, and you accept sole responsibility for the legality of your actions under laws applying to you.
23.4 Elemental does not accept any obligation to protect you from any unsafe merchandise, products or services that may be offered on SMP. Please do not assume that such items offered will be harmless to people or property.
23.5 These rules are in addition to all others contained in the agreement. You are responsible for checking that your activities are all lawful according to the local laws in your country. If you and any other party are both based in the European Union and enter into a transaction agreement of any kind through the site then the seller's local law will govern further dealings as to shipment, payment etc. - unless you both explicitly agree otherwise.
23.6 However, note that your country (and/or that of any member you deal with) may have some laws, which apply regardless of what you agree with us (now) or with that member (later).24. Contact Information
For your information we list below the contact details of Elemental: Social Media Portal (SMP) c/o Elemental Communications Limited Registered address: Lincoln House, 75 Brokesley Street, London, E3 4QJ
Company Number: 04192923, VAT Number: GB 893 5571 78
© Social Media Portal (SMP) 2013