MEMBERSHIP AGREEMENT
BETWEEN:
(1) Anyspacedirect.co.uk Limited, a company registered in England at Chester House, Kennington Park Business Centre, 1-3 Brixton Road, London, SW9 6DE, with registered company number 7117982 (“Anyspacedirect”); and
(2) the company whose details are included in the Member’s Details Form (“Member”);
RECITALS:
(A) Anyspacedirect intends to develop, design and manage a website which advertises and markets commercial property.
(B) Member owns and/or manages commercial property and wishes to make details of such commercial property available on Anyspacedirect’s website.
(C) In consideration of the rights and obligations set out in this Agreement, Member agrees to make content available pursuant to the terms and conditions set out in this Agreement.
THE PARTIES AGREE AS FOLLOWS:
1. DEFINITIONS
(a) In this Agreement, unless the context requires otherwise, the following expressions have the following meanings:
“Agreement” means this agreement , Schedule 1, the Member’s Details Form and the Confirmation Email;
“Automated Data Feed” means the data feed which permits Member to upload and update Licensed Content on the Website, as more particularly described in the Technical Specifications;
“Commencement Date” means the date that the Member receives the Confirmation Email;
“Confirmation Email” means the email sent at Anyspacedirect’s sole discretion, by Anyspacedirect to Member indicating acceptance of this Agreement;
“Fee” means the amount set out in Clause 12, which is payable by Member to Anyspacedirect pursuant to Clause 12;
“Insolvency Event” means any of the following: (i) the issue of a petition for winding-up which is not dismissed within 28 days of its issue; or (ii) the making of an order or an effective resolution being passed for winding up except for the purpose of a solvent reconstruction or amalgamation; or (iii) the making of an order for the appointment of a receiver, administrator, trustee, liquidator, manager or similar person; or (iv) an encumbrancer, receiver, manager, administrative receiver or other similar person taking possession of the whole or any part of a party’s undertaking, property or assets; or (v) the making of (or a proposal to make) a composition or a scheme of arrangements with creditors generally;
“Intellectual Property Rights” means any and all patents, trade marks, service marks, designs, utility models, unregistered trade marks, business or trade names (including Internet domain names and e-mail addresses), designs, copyright (including copyright in broadcasts, computer software and databases), semi-conductor topography rights, database rights and design rights, inventions (including improvements on or additions to inventions), discoveries, know-how and all other intellectual and industrial property and rights of a similar or corresponding nature;
“Licensed Content” means the details of commercial property owned/and or managed by Member which Member intends to make available on the Website;
“Member’s Details Form” means the form at the URL www.[ ] completed by the Member prior to accepting this Agreement;
“Technical Specifications” means the technological functionality of the Website as notified by Anyspacedirect to Member from time to time;
“Term” has the meaning set out in clause 6(a);
“Territory” means the world; and
“Website” means the website with url www.anyspacedirect.co.uk.
(b) The headings included in this Agreement are for ease of reference only and shall not affect the interpretation or construction of this Agreement.
2. OFFER AND ACCEPTANCE
When a Member submits the Member’s Details Form and accepts the terms of this Agreement such submission will constitute an offer by the Member. Anyspacedirect will accept the offer by sending the Confirmation Email, whereupon that Member is accepted as a member of the Website entitled to make Licensed Content available on the Website..
3. GRANT OF LICENCE
In consideration of the Fee, Member hereby grants to Anyspacedirect a non-exclusive, sub-licensable, royalty-free licence during the Term throughout the Territory to store and reproduce the Licensed Content on Anyspacedirect’s servers (or the servers of a third party with whom Anyspacedirect has a contractual relationship) as necessary to operate the Website.
4. ANYSPACEDIRECT’S OBLIGATIONS
(a) Subject to Member complying with all of its obligations pursuant to this Agreement, Anyspacedirect shall, at its cost and during the Term use reasonable commercial endeavours to develop, design, host, operate and manage the Website.
(b) Anyspacedirect shall be responsible for controlling, serving, programming and selling all advertising inventory on the Website and shall retain one hundred percent (100%) of all revenue associated with such advertising.
(c) Anyspacedirect will market the Website to prospective sellers, buyers and renters located in the UK as it sees fit.
(d) Anyspacedirect shall use reasonable commercial endeavours to ensure that it does not alter or edit any Licensed Content in such a way as to misrepresent any of the information contained in it.
(e) Anyspacedirect shall notify Member of changes to the Technical Specifications and/or format in which Member must provide Licensed Content at least thirty (30) days in advance, except where changes are essential to the proper operation of the Website, in which case Anyspacedirect will notify Member as soon as reasonably practicable.
5. MEMBER’S OBLIGATIONS
(a) Member shall pay the Fee to Anyspacedirect pursuant to Clause 12.
(b) Member agrees to comply with the terms set out in Schedule 1, which shall be deemed incorporated into this Agreement.
(c) Member shall, at its cost and during the Term:
(i) utilise the Automated Data Feed or the manual upload process (each as described in the Technical Specifications) to make available the Licensed Content on the Website; and
(ii) maintain and update the Licensed Content on the Website and, throughout the Term, ensure that the Website accurately reflects Member’s portfolio of properties.
(d) Member shall be responsible for all costs related to encoding, uploading, delivering and maintaining the Licensed Content on the Website.
(e) Member hereby grants to Anyspacedirect the non-exclusive right during the Term to copy, communicate to the public, use and otherwise exploit Member’s company name, logos and branding solely in order to promote and market the Website.
6. TERM AND TERMINATION
(a) Unless terminated earlier pursuant to this Clause 6 or Clause 12(b), this Agreement: (i) shall commence on the Commencement Date and shall continue for one (1) year; and (ii) on each anniversary of the Commencement Date, will automatically renew for a further period of one (1) year. Notwithstanding Clause 6(c), upon a party providing the other party with written notice, this Agreement shall terminate on the next anniversary of the Commencement Date after such notice is given (the “Term”).
(b) A party may terminate this Agreement immediately by written notice if the other party: (i) commits a material breach of this Agreement and does not remedy such breach within seven (7) days of receipt of notice of the breach from the non-breaching party; or (ii) suffers an Insolvency Event.
(c) Anyspacedirect may terminate this Agreement by thirty (30) days’ written notice for any reason and, (except where such termination was a result of breach of this Agreement by Member), in such event Anyspacedirect will refund Member on a pro-rata basis based on: (i) the Fee already paid by Member; and (ii) the period during which the Licensed Content is not available on the Website as a result of Anyspacedirect’s termination of this Agreement.
7. INTELLECTUAL PROPERTY RIGHTS
(a) The parties acknowledge and agree that Intellectual Property Rights created, licensed or owned by or on behalf of either party (including, in the case of Anyspacedirect, the domain name associated with the Website) are owned exclusively by the party that created them and that neither party has any right, title or interest in the other party’s Intellectual Property Rights.
(b) Member hereby grants to Anyspacedirect a non-exclusive licence during this Agreement (including the right to sub-license) to use Member’s Intellectual Property Rights (including Member’s trademarks and logos) for the purposes only of co-operating with Member to make Licensed Content available on the Website or in respect of the marketing, promotion and maintenance of the Website.
(c) At the date of this Agreement, each party acknowledges that it has no intention of developing, generating, tailoring, or creating jointly with the other party any Intellectual Property Rights. If any Intellectual Property Rights are jointly developed, generated, tailored or created during the Term, the parties shall execute all further documents as may be appropriate.
8. REPRESENTATIONS AND WARRANTIES
(a) Member represents and warrants to Anyspacedirect that:
(i) Member is a owner and/or a manager of the commercial properties described in the Licensed Content and is entitled to enter into and grant the licences set out in this Agreement;
(ii) the properties described in the Licensed Content are not located outside the United Kingdom;
(iii) any images of properties shown on the Website will accurately reflect the physical nature of such property and the use by Anyspacedirect of the Licensed Content shall not infringe the rights of any third party;
(iv) it will not infringe the Intellectual Property Rights or any other rights in any jurisdiction of any third party in fulfilling its obligations or exercising its rights under this Agreement;
(v) the Licensed Content will not be defamatory, false, illegal, obscene, hateful or discriminatory or violate any applicable law or regulation;
(vi) it will comply with all applicable law and regulation as amended or updated from time to time;
(vii) Member shall use all reasonable endeavours to ensure that no unauthorised computer program code, computer virus, computer worm, ‘trojan horse’, authorisation key, licence control utility, software lock or other form of destructive code or program is introduced by or through the fault of Member to the Website.
(b) Anyspacedirect warrants and represents to Member that it is authorised to enter into this Agreement.
(c) Member shall indemnify and keep Anyspacedirect fully and effectively indemnified from and against all costs (including reasonable legal costs), expenses, liabilities, losses, damages, claims or demands and judgements incurred or suffered by Anyspacedirect as a consequence of a breach by Member of its representations, warranties, obligations or undertakings under this Agreement.
9. CONFIDENTIALITY
(a) The terms of this Agreement (and its existence) and all information and materials concerning a party’s business and marketing plans, technology, rates, customers, products or services that are confidential and have substantial value to such party which would be impaired if it were disclosed to third parties or used for any purposes except as expressly permitted by this Agreement shall be kept strictly confidential by both parties unless otherwise required by law or the valid order of a court of any competent jurisdiction, in which event the disclosing party shall notify the other party as promptly as possible (and, if at all possible, prior to the making of such disclosure) and shall also use its reasonable endeavours to ensure that such information continues to be treated as confidential.
(b) Neither party shall make any public announcement or statement about this Agreement or its existence without the prior written consent of the other party.
10. LIMITATION OF LIABILITY
(a) This clause 10 sets out the entire liability of each party to the other and except as set out in clause 10(c) all other liability is excluded.
(b) The parties’ liability to each other for death, personal injury, fraudulent misrepresentation or any other liability that cannot be excluded by law shall not be limited.
(c) Except in the case of any breach by Member of clauses 8 or 9 (in which case the liability shall not be limited in any way), neither party shall have any liability to the other in respect of any of the following losses or damages (whether such losses or damages are direct, indirect, consequential or otherwise):
(i) loss of actual or anticipated profits;
(ii) loss of goodwill;
(iii) loss of revenue, loss of use of money or loss of anticipated savings.
11. DATA
(a) Any information relating directly or indirectly to customer registration or viewing behaviour (“Data”) gathered by either Anyspacedirect or Member pursuant to this Agreement shall be retained and owned by Anyspacedirect. To the extent Member acquires any right, title or interest in or to Data, Member hereby assigns such right, title and interest to Anyspacedirect.
(b) Anyspacedirect grants Member during the Term a non-exclusive, non-transferable licence to use the Data solely in connection with exploiting Licensed Content.
(c) Member shall maintain a compliant privacy policy and data protection program during the Term.
(d) Member warrants that it will comply with all applicable law and regulation pertaining to data protection.
12. FEE AND PAYMENT TERMS
(a) Member shall pay to Anyspacedirect an annual Fee of £(to be confirmed), exclusive of VAT. If the Fee has been paid and Member subsequently validly terminates this Agreement early, Anyspacedirect shall repay the appropriate amount to Member pursuant to a pro-rated calculation based on the Commencement Date, or anniversary of the Commencement Date, and the date on which this Agreement terminates.
(b) Anyspacedirect shall be entitled to vary the Fee on each anniversary of the Commencement Date provided that: (i) a minimum of thirty (39) days prior to implementing any such variation, Anyspacedirect provides Member with notice of such variation; and (ii) within thirty (30) days of receipt such notice Member shall be entitled to terminate this Agreement immediately upon written notice to Anyspacedirect.
(c) Member shall pay the Fee to Anyspacedirect within ten (10) days of receipt of an invoice from Anyspacedirect by direct debit or such other payment method as directed by Anyspacedirect.
(d) If Member fails to pay the Fee pursuant to Clause 12(a), Member shall pay to Anyspacedirect interest on the outstanding balance at three percent (3%) above the prevailing base rate of NatWest Bank plc per month.
13. GENERAL PROVISIONS
(a) All notices or other communications required under this Agreement shall be sent by post or email to the relevant party at the addresses as notified by each party to the other and shall be deemed to have been served three days after the date that the notice is sent.
(b) No variation of this Agreement shall be effective unless it is in writing and signed by an authorised representative of each of the parties.
(c) In addition to the provisions expressly set out in this Agreement, both parties shall, and shall procure that its employees and authorised sub-contractors shall, at the request of the other party, do and execute and perform all such further deeds, documents, assurances, acts and things as may be reasonably required to give effect to this Agreement.
(d) If any term of this Agreement is held to be unenforceable in whole or in part, that term shall to the extent necessary be deemed not to form part of this Agreement but the enforceability of the remainder of such term and of the remainder of this Agreement shall not be affected.
(e) The failure by Anyspacedirect to enforce any term of this Agreement shall not be considered to be a waiver of the right to subsequently enforce any such term.
(f) The relationship between Member and Anyspacedirect is of licensor and licensee and nothing in this Agreement shall be construed to constitute the parties as principal and agent, employer and employee, franchisor and franchisee, partners, joint venturers, co-owners, or otherwise as participants in a joint undertaking.
(g) This Agreement constitutes the entire agreement of the parties and supersedes any previous arrangements between the parties. Neither party has relied on any oral or written representation of the other party regarding this Agreement.
(h) Anyspacedirect may assign any of its rights and obligations under this Agreement without approval to any affiliated company. Without prejudice to the previous sentence, neither party may assign or otherwise transfer this Agreement (whether in whole or in part) or any of its rights and obligations under this Agreement, to any third party without the prior written consent of the other party.
(i) No person who is not a party to this Agreement may enforce any term of it and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply.
(j) This Agreement and any non-contractual obligations or liabilities arising out of or in connection with its performance shall be governed by, enforced and construed in accordance with English law. The parties are deemed to have irrevocably submitted to the exclusive jurisdiction of the English courts to settle any disputes or claims which may arise in connection with this Agreement.
IN WITNESS OF WHICH the Member or its authorised representatives have agreed to the terms of this Agreement on the date set out above by clicking the “I Agree” button below.
Anyspacedirect will agree to the terms of this Agreement by sending the Confirmation Email.
01/11/2010
SCHEDULE 1 - MEMBER TERMS OF USE
1 INTRODUCTION
(a) Anyspacedirect.co.uk Limited (“Anyspacedirect”, “We” or “Us”) owns and/or controls the website at www.anyspacedirect.co.uk and any related domains (together, the “Site”). “You” or “Member” are a person or entity advertising Business Units (as defined below) on the Site. By agreeing to the Agreement including this Schedule 1, you agree to the terms contained in these Terms of Use and agree to abide by them.
(b) Words used but not defined in this Schedule 1 shall have the meanings defined in the Agreement. In case of any conflict between the Agreement and Schedule 1, the terms of the Agreement shall apply.
2 ACCESSING THE SITE
(a) Any Licensed Content uploaded by you or any third party to the Website is made available at your own risk.
(b) We reserve the right to withdraw or amend the services we provide on the Site without notice, acting reasonably. We will not be liable if, for any reason, the Site is unavailable at any time or for any period.
(c) From time to time, we may restrict access to some parts of the Site, or the entire Site, acting reasonably.
(d) You are responsible for making all arrangements necessary for you to have access to the Site and any charges associated with such access. We shall not be responsible for any connection or access to the Site by you, or the quality of the transmission of any information passing between you and the Site.
(e) Any enquiries submitted to you via the Site regarding Business Unit(s) advertised will be sent by email directly to you. We do not accept any liability for any subsequent communications that you receive from or send to that user directly.
(f) The Site is maintained, controlled and operated by us from the United Kingdom and we make no representation that any of the Licensed Content on it is appropriate or available for use in other territories. You are responsible for compliance with all applicable laws and regulations.
3. UPLOADING CONTENT TO THE SITE
(a) As an authorised Member, we grant you the right to upload or submit Licensed Content to the Site. You must comply at all times with the Member Warranties set out at Section 4 below.
(b) By submitting any Licensed Content to any area of the Site and in consideration of us making available to you the opportunity to upload or submit Licensed Content to the Site (which you acknowledge as a sufficient benefit to you), you irrevocably and unconditionally grant us (and our successors and assigns) a non-exclusive, worldwide, royalty-free licence (including the right to sub-license) in perpetuity of the right, subject to these Terms of Use, to use the Licensed Content in any way, including (without limitation) the right to copy, edit, adapt, reformat, translate, create derivative works from, incorporate into other works, communicate to the public, commercialise and otherwise exploit such Licensed Content (whether in whole or in part, or copies of the same) in any format or medium currently known or developed in the future, whether for commercial or non-commercial purposes.
(c) When you upload Licensed Content to the Site it may be publicly available. This means that all Site users can view Licensed Content. We can position Licensed Content anywhere on the Site, as we choose in our sole discretion.
(d) We are not under any obligation to check the accuracy or truthfulness of the Content, nor to monitor any users’ use of the Site.
(e) Members providing a Business Unit to a user must do so under the terms of an agreement to which are negotiated between the Member and the user and to which each are a party.
(f) We reserve the right not to publish any Licensed Content submitted or uploaded on to the Site by a Member. In this regard, we further reserve the right to remove Licensed Content submitted by a Member at our sole discretion.
4. ADVERTISER WARRANTIES
(a) You, as the Member, warrant, represent and undertake:
(i) the Licensed Content is original and you own the entire right, title and interest in and to the Licensed Content and/or you have all necessary licences, rights, consents and permissions to use, and to authorise us to use, any and all intellectual property rights embodied in such Licensed Content to enable us to use the Licensed Content in the manner contemplated by this Agreement;
(ii) that you primarily operate as an agent, developer or landlord, and are providing the services normally associated with the business of selling, developing or letting commercial properties and have not or will not, in our sole opinion, misrepresent the nature of your business to Anyspacedirect or users of the Site;
(iii) that unless you are a landlord, you are not dealing as a consumer for the purposes of the Unfair Contract Terms Act 1977;
(iv) that you assume full responsibility for any Licensed Content submitted by you, and must present such Licensed Content accurately and in a clear and concise manner, and remove any offers which are not valid or accurate in a prompt and timely fashion;
(v) that your Licensed Content will only include information on unsold/unlet property or land appropriate to your use of the site as a Member. For the avoidance of doubt, your Licensed Content must not include details of Business Units if you or your business are not properly authorised to market that Business Unit or that Business Unit is not freely available for sale or let;
(vi) that where you provide images to be shown with the Business Unit you are marketing, such images are only of the property or land being offered and immediate locale;
(vii) to submit your Licensed Content to us in accordance with any specifications and/or in the format specified by Anyspacedirect and in such a way as not to have a detrimental effect on, or compromise the Site in any way, including without limitation, its operation or as regards user-experience;
(viii) to provide Anyspacedirect with a valid working email address and telephone number for contacting you or your company, and immediately advise Anyspacedirect of any changes or technical problems that would prevent you or your company from receiving emails, calls or any other communications by us. We will not be liable for any lost business if we cannot contact you;
(ix) to respond to any enquiry by users of the Site in a prompt and timely fashion;
(x) to comply fully with your obligations under the Data Protection Act 1988 with respect to personal data provided by users and not make available any personal data to third parties without explicit consent;
(xi) to act in accordance with the highest professional standard required of a supplier with experience and expertise in carrying on business in the same or similar area of business as yours, within the UK and if you or operate outside the UK, within that jurisdiction as well;
(x11) to ensure that you and any Licensed Content submitted by you complies with all applicable law and regulation (including, without limitation, the Property Misdescriptions Act 1991, The Housing Act 2004 and The Energy Performance of Buildings (Certificates and Inspections) (England and Wales) Regulations 2007, the Estate Agents Act 1979 and The Estate Agents (Provision of Information) Regulations 1991 and any other law or regulation which applies to the marketing of property or land);
(xiii) not to use the Site for any unlawful purpose nor upload or submit Licensed Content that is defamatory, obscene, pornographic, sexually explicit, abusive, harassing, threatening or offensive, racially, ethnically or otherwise objectionable or otherwise violates the intellectual property or other rights of any third parties;
(xiv) not to submit or upload Licensed Content that is unlawful or promotes or encourages illegal activity;
(xv) not to submit Licensed Content of any third party without such third party's prior written consent, or Licensed Content that falsely expresses or implies that such Licensed Content is sponsored or endorsed by the Site;
(xvi) not to submit any Licensed Content containing links to unsuitable or irrelevant website addresses, such as pornographic or commercial sites;
(xvii) not to impersonate another person or create a false or misleading identity for the purpose of misleading others as to your identity, or to collect information about other users;
(xviii) not to submit any material or do anything that results in the transmission of junk email, chain letters, duplicative or unsolicited messages or so-called “spamming” and “phishing”;
(xix) not to upload or submit any Licensed Content containing any virus, corrupt file, worm programme or other malicious code designed to interrupt, destroy or limit the functionality of the Site; and
(xx) not to copy, adapt, alter or create a derivative work from any Licensed Content on the Site.
5. INDEMNITY
(a) You hereby indemnify and keep us and any of our officers, directors, employees, agents, representatives, licensors, suppliers and operational service providers fully and effectively indemnified from and against any and all claims, actions, proceedings, demands, damages (actual and consequential), losses, liabilities, costs and expenses (including reasonable solicitor’s fees) suffered or reasonably incurred by us as a result of, or in connection with, your access to and use of the Site or conduct other than in accordance with these Terms of Use or any applicable law or regulation.
6. COPYRIGHT INFRINGEMENT
(a) If you are a Member (or acting on behalf of a Member) and believe that any material on the Site infringes your rights, you must give us notice by sending a written statement including the information set out below (in the same order as set out below):
* that you are the rightsowner or are authorised to act on the rights-owner's behalf;
* that you have identified material on the Site which infringes your rights (or infringes the rights of a third party on whose behalf you are entitled to act) and you believe in good faith that use of the material in the manner complained of is not authorised by you, the rightsowner's agent or by law;
* if applicable, a description of the copyright work that you claim has been infringed, which should include the type of work (such as a photograph or trademark) and any relevant further details (such as the title and date of publication, as applicable);
* a description of the way in which your rights have been infringed;
* information reasonably sufficient to permit us to locate the material in question on the Site (including a URL and/or screen shot);
* information that will enable us to contact you; and
* a statement signed by an authorized signatory that the information in the notification is true and accurate.
Completed statements should then be sent to
Attention: C Sellars.
Chester House
Kennington Park Business Centre
1-3 Brixton Road
London
SW9 6DE
(b) If you believe that we have removed Licensed Content that you have uploaded to the Site in error, you may send us a written counter-notice including the information set out below (in the same order as set out below):
* details of the Content that has been removed or to which access has been disabled;
* information reasonably sufficient to permit us to know where the Content in question had been located on the Site (including a URL and/or screen shot);
* a statement that you believe in good faith that the Content that you have identified has been removed by mistake and your reasons for believing this;
* information that will enable us to contact you, such as your name, a postal address, telephone number and, if available, an email address; and
* a statement that you agree to be contacted by the person (or an authorised representative of such person) who gave us the notice in the first place.
Completed counter-notices should then be sent to
Attention: C Sellars.
Chester House
Kennington Park Business Centre
1-3 Brixton Road
London
SW9 6DE
(c) We have the right to disclose your identity to any third party who is claiming that any Licensed Content posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy or any other law.
7. LINKS AND OTHER CONTENT
(a) The Site may contain links to other sites, resources and purchase opportunities provided by third parties. These links are provided for your information only. We have no control over the content of those sites or resources, and accept no responsibility for them. We reserve the right to remove any links at any time for any reason without notice to you at our sole discretion.
8. LINKING TO OUR SITE
(a) You may link to our Site, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
(b) Links to the Site do not imply that we endorse, are affiliated with, or are associated with any linked site or that any linked site is authorised to use any of our trade marks, trade names, brands, logos or copyright symbols or those of any of our affiliates or licensors.
(c) You must not frame any portion or pages of the Site on any other site. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the Member Warranties set out at Section 4 of these Terms of Use.
9. TERMINATION OF USE
(a) We reserve the right in our sole discretion at any time without liability and with or without prior notice to you:
(i) not to make available any Licensed Content on the Site;
(ii) to remove, suspend or disable access to any Licensed Content;
(iii) to suspend or revoke your use of the Site (where applicable) and your right to access and/or use the Site or submit any Licensed Content; and
(iv) to use any technological, legal, operational or other means available to enforce these Terms of Use, including (without limitation) blocking specific IP addresses or deactivating your registration and/or user name and password (where applicable).
(b) The following sections shall survive any termination of your use of the Site: Sections 4, 5, 10, 11 and 12.
10. INTELLECTUAL PROPERTY
(a) You will remain the owner of the copyright in any original Licensed Content that you submit or upload. To the extent any rights in such Licensed Content vest in us, we assign to you all right, title and interest in such content.
(b) The parties acknowledge that, as between you and us, all right, title and interest in the design, source code, proprietary technology and look and feel of the Site (“Anyspacedirect Intellectual Property”) is our property.
(c) To the extent you acquire any right, title or interest in or to any Anyspacedirect Intellectual Property, you hereby assign absolutely by way of present assignment of present and future copyright to us all such right, title and interest at no charge or expense to us.
11. DISCLAIMER OF WARRANTIES
(a) The Site is provided "as is" and on an "as available" basis. You use the Site at your own risk. We shall have no liability to you whatsoever. The Site is provided by us without any guarantees, conditions or warranties. To the extent permitted by law, we and other members of our group of companies expressly exclude:
(i)All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity; and
(ii)We do not warrant that the Site will be uninterrupted or error free, that defects will be corrected or that the Site or the server that makes it available are free of viruses or bugs.
(b) We expressly disclaim any and all responsibility and liability for the conduct of any other users of the Site, and expressly disclaim any liability for material submitted or uploaded by other users.
12. GENERAL
(a) If, for any reason, any of these terms are determined to be illegal, invalid or otherwise unenforceable by a court of competent jurisdiction, then to the extent that term is illegal, invalid or unenforceable, it shall be severed and deleted from these Terms of Use and the remaining terms shall survive, remain in full force and effect and continue to be binding and enforceable.
(b) No failure or delay by us in exercising any right, power or privilege under these Terms of Use shall operate as a waiver of such right or acceptance of any variation of these Terms of Use and nor shall any single or partial exercise by either party of any right, power or privilege preclude any further exercise of that right or the exercise of any other right, power or privilege.
01/11/2010