Legal

Published on 18 February 2019

Legal

TERMS AND CONDITIONS

Welcome to Malaria Must Die, an initiative and brand name of Malaria No More UK (“we” or “us”).

These terms and conditions form an agreement between you and us and set forth the terms and conditions by which you may access and use this website (www.malariamustdie.com), the Applications and Social Media (together, the “Platforms”). Our Platforms and Our Content (each as defined below) are provided for non-commercial use, as described in these terms and conditions. The terms and conditions form a legally binding agreement between you and us.

1. DEFINITIONS

1.1 In these terms and conditions, we use the following expressions for the following meanings:

“Applications” means all web-based or standalone applications operated by us or on our behalf which operate under our Malaria Must Die brand name or trade marks from time to time, including but not limited to the #MalariaMustDie voice petition;

“Intellectual Property Rights” means any and all rights available under patent, copyright, trade mark, service mark, trade name, product configuration, industrial design, rights in computer software, business names and domain names, database rights, or trade secret law or any other statutory provision or common law doctrine with respect to designs, formulas, algorithms, procedures, methods, techniques, ideas, know-how, programs, subroutines, tools, inventions, creations, improvements, works of authorship, other similar materials, and all recordings, graphs, drawings, reports, analyses, other writings, and any other embodiment of the foregoing, in any form, whether or not specifically listed herein, which may subsist in any part of the world, in each case whether registered or unregistered and including all applications for, and renewals or extensions of, such rights for their full term;

“Our Content” means any content or material relating to the Malaria Must Die campaign in which we have Intellectual Property Rights, including the Malaria Must Die brand and, as applicable, our Platforms and the material on our Platforms;

“Permitted Purpose” means the promotion of the aims and objectives of Malaria No More UK and shall not include any commercial purpose. For the purposes of these terms and conditions “commercial purpose” shall include, without limitation, any sale of any good or service which uses in promotional material or otherwise any of Our Content, whether or not any such sale is pursuant to an agreement made with a charity;

“Social Media” means all Malaria Must Die social media accounts, profiles and feeds operated by us or on our behalf or which operate under our Malaria Must Die brand name or trade marks from time to time, including but not limited to:
a)   The “facebook.com/malariamustdie” Facebook page;
b)   The “Malaria Must Die” YouTube channel;
c)   The @malariamustdie Twitter account; and
d)   The @malariamustdie Instagram account.

“You” means any user of Our Content and any person Our Content is shared with;
“Your Content” means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our Platforms for storage or publication on, processing by, or transmission via, our Platforms.

2. INTRODUCTION

2.1 These terms and conditions shall govern your use of our Platforms and Our Content.

2.2 By using our Platforms, or Our Content, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our Platforms or Our Content.

2.3 Our website uses cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our privacy policy.

3. LICENCE TO USE CONTENT

3.1 When you download or otherwise receive Our Content, we grant to you, subject at all times to these terms and conditions, a worldwide, revocable, non-exclusive and royalty-free licence to use Our Content solely for the Permitted Purpose.

4. ACCEPTABLE USE OF OUR CONTENT

4.1   Under the licence granted under these terms and conditions, you may share Our Content for the Permitted Purpose without our prior written approval, provided that you promptly notify us of any breach of these terms and conditions or any misuse of Our Content by you or any person with whom you have shared Our Content.
4.2   Unless you own or control the relevant rights in Our Content or have obtained our prior written approval, you must not:
(a)   republish Our Content (including republication on another website) except for the Permitted Purpose in accordance with Section 4.1;
(b)   sell, rent or sub-license Our Content;
(c)   edit or otherwise modify any of Our Content; and/or
(d)   use Our Content for a commercial purpose, including, without limitation, any sale of any good or service which uses in promotional material or otherwise any of Our Content, whether or not any such sale is pursuant to an agreement made with a charity.
4.3   Your use of Our Content must not:
(a)   be illegal or unlawful;
(b)   be libellous or maliciously false;
(c)   be obscene or indecent;
(d)   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);
(e)   infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other Intellectual Property Right;
(f)   infringe any right of confidence, right of privacy or right under data protection legislation;
(g)   constitute negligent advice or contain any negligent statement;
(h)   constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(i)   be in contempt of any court, or in breach of any court order;
(j)   be in breach of racial or religious hatred or discrimination legislation;
(k)   be blasphemous;
(l)   be in breach of official secrets legislation;
(m)   be in breach of any contractual obligation owed to any person;
(n)   be untrue, false, inaccurate or misleading;
(o)   consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
(p)   constitute spam;
(q)   be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
(r)   cause annoyance, inconvenience or needless anxiety to any person.
4.4   We reserve our unfettered discretion to immediately revoke your licence at any time and for any reason.
4.5   Notwithstanding Section 4.4, you may redistribute our email marketing in electronic form to any person.

5. OWNERSHIP

5.1   Under these terms and conditions, you acknowledge and agree that:
(a)   we, together with our licensors, own and control all the copyright and other Intellectual Property Rights in Our Content;
(b)   subject to Section 5.1(a) we reserve for ourselves all the copyright and other Intellectual Property Rights in Our Content;
(c)   you shall not dispute or challenge our or our licensors’ rights (including Intellectual Property Rights) in Our Content;
(d)   with the exception of the rights specifically granted to you under Section 3.1, you shall not acquire, nor claim, any right, title or interest in or to any of Our Content, including the goodwill attaching to them, by virtue of these terms and conditions or of your use of Our Content; and
(e)   all goodwill derived from the use by you of Our Content shall accrue and belong to us, and we may, at any time and at our own expense, request that you promptly execute any documents required by us to confirm this accrual, and you shall promptly execute such documents.

6. ACCEPTABLE USE OF OUR PLATFORMS

6.1   Your access to and use of the Platforms is subject to these terms and conditions and all applicable laws and regulations.
6.2   You must not:
(a)   use our Platforms in any way or take any action that causes, or may cause, damage to the Platforms or impairment of the performance, availability or accessibility of the Platforms;
(b)   use our Platforms in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
(c)   use our Platforms to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;
(d)   conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our Platforms without our express written consent;
(e)   access or otherwise interact with our Platforms using any robot, spider or other automated means;
(f)   use data collected from our Platforms for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing).
6.3   You must ensure that all the information you supply to us through our Platforms is true, accurate, current, complete and non-misleading.
6.4   We reserve the right to restrict access to any areas of our Platforms, or indeed a whole Platform, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.
6.5   We cannot guarantee that our Platforms are available for use in any territory.

7. LICENCE TO USE YOUR CONTENT

7.1 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, store, adapt (including edit, modify, translate and reformat), publish (including publicly), and distribute Your Content in any media (including global broadcast media, global public exhibitions, digital communications, social media channels of Malaria Must Die and/or Malaria No More UK).

7.2 You grant to us the right to sub-license the rights licensed under Section 7.1.

7.3 Without prejudice to Section 7.1 and other provisions in these terms and conditions, if you submit audio material to us or our Platforms:

(a)   you affirm that you are of legal age to agree to these terms and conditions or, if you are not of such legal age, that you have obtained parental or guardian consent to enter into and agree to these terms and conditions;
(b)   we will treat the audio material as public information and may share it with any individual, organisation, institution, decision maker or other person; and
(c)   we do not guarantee or warrant that the audio material constitutes a legally valid signature that would be recognised and/or accepted by any government agency or entity.
7.4   Without prejudice to our other rights under these terms and conditions, if you breach or if we suspect that you have breached any provision of these terms and conditions in any way, we may take action we consider appropriate, including deleting, unpublishing or editing any or all of Your Content.

8. ACCEPTABLE USE OF YOUR CONTENT

8.1 You warrant and represent that Your Content will comply with these terms and conditions.

8.2 You agree that we may use Your Content for any purpose, including commercial purposes.

8.3   Your Content, and your use of Your Content in accordance with these terms and conditions, must not:
(a)   be illegal or unlawful;
(b)   be libellous or maliciously false;
(c)   be obscene or indecent;
(d)   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);
(e)   infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other Intellectual Property Right;
(f)   infringe any right of confidence, right of privacy or right under data protection legislation;
(g)   constitute negligent advice or contain any negligent statement;
(h)   constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;
(i)   be in contempt of any court, or in breach of any court order;
(j)   be in breach of racial or religious hatred or discrimination legislation;
(k)   be blasphemous;
(l)   be in breach of official secrets legislation;
(m)   be in breach of any contractual obligation owed to any person;
(n)   be untrue, false, inaccurate or misleading;
(o)   consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;
(p)   constitute spam;
(q)   be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory; or
(r)   cause annoyance, inconvenience or needless anxiety to any person.

9. LIMITED WARRANTIES

9.1   We do not warrant or represent:
(a)   the completeness or accuracy of the information published on our Platforms;
(b)   that the material on the Platforms is up to date; or
(c)   that the Platforms will remain available.
9.2   We reserve the right to discontinue or alter any or all of our Platforms, and to stop publishing our Platforms, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.
9.3   To the maximum extent permitted by applicable law and subject to Section 10.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our Platforms and the use of Our Content.

10. LIMITATIONS AND EXCLUSIONS OF LIABILITY

10.1 Nothing in these terms and conditions will:

(a)   limit or exclude any liability for death or personal injury resulting from negligence;
(b)   limit or exclude any liability for fraud or fraudulent misrepresentation;
(c)   limit any liabilities in any way that is not permitted under applicable law; or
(d)   exclude any liabilities that may not be excluded under applicable law.

10.2   The limitations and exclusions of liability set out in this Section 10 and elsewhere in these terms and conditions:
(a)   are subject to Section 10.1; and
(b)   govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

10.3 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

10.4 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

10.5 We will not be liable to you in respect of any loss or corruption of any data, database or software.

10.6 We will not be liable to you in respect of any special, indirect or consequential loss or damage.

10.7 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

11. BREACHES OF THESE TERMS AND CONDITIONS

11.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we suspect that you have breached these terms and conditions in any way, we may:

(a)   send you one or more formal warnings;
(b)   temporarily suspend your access to our Platforms or Our Content;
(c)   permanently prohibit you from accessing our Platforms or Our Content ;
(d)   block computers using your IP address from accessing our Platforms or Our Content;
(e)   contact any or all your internet service providers and request that they block your access to our Platforms or Our Content;
(f)   commence legal action against you, whether for breach of contract or otherwise; and/or
(g)   suspend or delete your account on our Platforms.

11.2 Where we suspend or prohibit or block your access to our Platforms or a part of our Platforms, you must not take any action to circumvent such suspension or prohibition or blocking (including, without limitation, creating and/or using a different account).

12. VARIATION

12.1 We may revise these terms and conditions from time to time.

12.2 The revised terms and conditions shall apply from the date of publication of the revised terms and conditions on this website, and you hereby waive any right you may otherwise have to be notified of, or to consent to, revisions of these terms and conditions.

12.3 Your continued use of our Platforms will be deemed to constitute your acceptance of such changes.

13. ASSIGNMENT

13.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

13.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

14. SEVERABILITY

14.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

14.2 If any unlawful and/or unenforceable provision of these terms and conditions 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.

15. THIRD PARTY RIGHTS

15.1 These terms and conditions are for our benefit and your benefit, and these terms and conditions are not intended to benefit or be enforceable by any third party.

15.2 The exercise of the parties’ rights under these terms and conditions is not subject to the consent of any third party.

16. ENTIRE AGREEMENT

16.1 Subject to Section 10.1, these terms and conditions shall constitute the entire agreement between you and us in relation to your use of our Platforms and Our Content and shall supersede all previous agreements between you and us in relation to your use of our Platforms and Our Content.

17. LAW AND JURISDICTION

17.1 These terms and conditions shall be governed by and construed in accordance with the laws of England and Wales.

17.2 Any dispute, controversy or claim arising out of or relating to these terms and conditions, or the breach, termination or invalidity thereof, shall be submitted to and finally settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force. The seat of arbitration shall be London, England. The language of the arbitration shall be English. The parties shall jointly appoint the arbitral tribunal which shall consist of one arbitrator. All aspects of the arbitration shall be confidential. Save to the extent required by law, no aspect of the proceedings, documentation, or any (partial or final) award or order or any other matter connected with the arbitration shall be disclosed to any other person by either party or its counsel, agents, corporate parents, affiliates or subsidiaries without the prior written consent of the other party or parties. The parties waive their right to any recourse against an award to any court or other competent authority in so far as such waiver can validly be made. Nothing in this Section 17 shall be construed as preventing any party from seeking conservatory or similar interim relief from any court of competent jurisdiction.

18. OUR DETAILS

18.1 We are a registered charity in England and Wales under registration number 1126222, our registered company number is 6648679 and our registered office is at The Foundry, 17 Oval Way, London, England, SE11 5RR.

18.2 Our principal place of business is at The Foundry, 17 Oval Way, London, England, SE11 5RR.

18.3 You can contact us by writing to the business address given above, by using our website contact form, by email to info@malarianomore.org.uk or by telephone on 020 3752 5862.

CREDIT

19.1 This document was created using a template from SEQ Legal (http://www.seqlegal.com).