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