- The Site and the HYS Services may include, but are not limited to, the provision of a platform whereupon user-generated-content (‘UGC’) may be uploaded, posted and accessed which may include text, reviews, articles, images, graphics, photos, stories, audio, video, software, audiovisual combinations as well as interactive features (including file-sharing facilities by way of the social media icons where applicable) and other materials in any form, medium or technology now known or hereinafter developed that may be viewed on, accessed through or disseminated publicly on the Site for Your use and for the use by a HYS Member (or a visitor to the Site as the case may be) to the extent permitted by the functionality of the Site.
- By using any of the HYS Services and the Site, You expressly agree to be bound by these Terms and all applicable laws and regulations governing the Site and the HYS Services. These Terms form a legally binding agreement between You and HYS and apply to all HYS Members of the Site who may also be contributors of UGC posted on the Site as well as HYS Visitors.
- You should read these Terms carefully and ensure that You understand the effect before proceeding to use the Site. If You disagree with any part of these Terms, do not use the Site. If You violate these Terms, HYS may terminate Your use of the Site, bar You from future use of the Site and/or take appropriate legal action against You. HYS reserves the right to change these Terms at any time without notice, effective immediately upon posting on the Site. Please check this page of the Site periodically. You agree that HYS will treat Your use of the Site and/ or the HYS Services as acceptance of the Terms including Your continued use subsequent to any changes being posted on the Site.
2. IP LICENCE
When using the Site You grant HYS and other HYS Members the IP Licences set out in Your HYS Participant Licence.
3. HYS CONTENT ON THE SITE
With the exception of UGC submitted to the Site by You, all other content and the selection and arrangement of such content on the Site constitutes "HYS Content" and is either owned by, or licensed to, HYS and is subject to copyright, trade mark rights, and other intellectual property rights of HYS and licensors of HYS e.g. HYS Retailers. Such HYS Content is protected by UK copyright laws and international laws. Any third party trade or service marks present on HYS Content not uploaded or posted by You are trade or service marks of their respective owners e.g. HYS Retailers. Such HYS Content may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purpose whatsoever without the prior written consent of HYS or, where applicable, the licensors of HYS. HYS and/ or its licensors reserve all rights not expressly granted in and to their HYS Content.
4. COPYRIGHT LICENCE
We will terminate the privileges of any HYS Member (or HYS Visitor as the case may be) who uses this Site to unlawfully transmit copyrighted material without a licence, express consent, valid defence or fair use exemption to do so. In particular, HYS Members who submit UGC to this Site must ensure that the UGC they upload does not infringe the copyrights or other rights of third parties (such as privacy or public rights). After proper notification by the copyright holder or its agent to us, and confirmation through court order or admission by the HYS Member that they have used this Site as an instrument of unlawful infringement, We will terminate the infringing HYS Member’s rights to use and/or access this Site. We may, also in our sole discretion, decide to terminate a HYS Member’s right to use or access the Site prior to that time if We believe that the alleged infringement has occurred.
5. VERIFICATION AND REGISTRATION
In order to become a HYS Member and to gain access to the HYS Services in order to participate in the HYS Program, You must register on the Site, be verified and obtain a HYS Login in accordance with and subject to Your relevant HYS Participant Licence.
6. GENERAL RESTRICTIONS ON USE
Subject to the following express restrictions, HYS grants You permission to access and use the Site and the HYS Services. You may view Site pages, download Site pages (for caching purposes only) and print Site pages (excluding Site images) and retain a copy of the same solely for Your own personal, non-commercial use. You agree that Your failure to adhere to any of these restrictions shall constitute a breach of these Terms on Your part. You agree:
- not to sell, license, rent, distribute or otherwise exploit any UGC or HYS Content for any other purposes without the prior written consent of HYS or the respective licensors of the UGC or the HYS Content;
- not to post, frame, deep link, publish, reverse engineer or modify or make any derivative works of any part of the Site or the HYS Services including but not limited to any UGC or HYS Content, in any medium without HYS’s prior written authorisation, unless HYS makes available the means for such activity through the functionality offered by the HYS Services such as HYS facilitating your sharing of HYS Shared Links;
- not to establish a link including a HYS Shared Link in such a way as to suggest any form of association, approval or endorsement on our part where none exists;
- not to establish a link to our Site in any website that is not owned by You other than a HYS Shared Link that is being shared for the purposes of the HYS Program;
- not to alter or modify any part of the Site or any of the HYS Services or use the same in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
- not to access UGC or HYS Content through any technology or means other than the Site itself or such other means as HYS may explicitly designate for this purpose;
- not to access or attempt to use the HYS Login of other HYS Members or penetrate or attempt to penetrate HYS’s security measures;
- not to (or attempt to) circumvent, disable or otherwise interfere with any security related features of the Site or the HYS Services or features that (i) prevent or restrict use or copying of UGC or HYS Content; or, (ii) enforce limitations on the use of the HYS Services or the accessible UGC or HYS Content;
- not to use the Site to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, viruses, trojans, worms, keystroke logger, rootkit, logic bombs or other material which is malicious or technologically harmful;
- not to attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site;
- not to conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to any HYS Member of the Site or the HYS Services;
- not attack our Site via a denial-of-service attack or a distributed denial-of service attack.
By breaching certain provisions above, You would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and We will co-operate with those authorities by disclosing Your identity to them. In the event of such a breach, Your right to use our Site will cease immediately. You are responsible for configuring Your information technology, computer programmes and platform in order to access our Site. You should use Your own virus protection software.
7. PROHIBITED CONTENT
The following is a partial list of content which is illegal or prohibited on the Site. You agree that You will not submit any UGC to the Site (or via the Site) or in any way connected with the Site, that:
- is patently offensive to the online community, such that it promotes racism, bigotry, hatred or physical harm of any kind against any group or individual;
- could be harmful to minors or vulnerable adults;
- could be seen to incite abusive behaviour to another person or harasses or advocates harassment of another person;
- involves the transmission of "junk mail", "chain letters", or unsolicited mass mailing or "spamming";
- promotes information that You know is false, misleading or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory or libellous;
- promotes an illegal or unauthorised copy of another person's copyrighted work, such as providing pirated computer programs or links to them, providing information to circumvent manufacture-installed copy-protect devices;
- contains restricted or password only access pages, or hidden pages or images (those not linked to or from another accessible page);
- displays pornographic or sexually explicit material of any kind;
- provides material that exploits people under the age of 18 in a sexual or violent manner, or solicits Personal Data from anyone under 18;
- provides instructional information about illegal activities such as making or buying illegal weapons, violating someone's privacy, or providing or creating computer viruses;
- solicits passwords or personal identifying information for commercial or unlawful purposes from other HYS Members; and,
- engages in commercial activities and/or sales without our prior written consent such as contests, sweepstakes, barter, advertising and pyramid schemes.
8. PRIVACY AND CONFIDENTIALITY
9. AVAILABILITY AND SECURITY OF THE SITE
- HYS shall use reasonable efforts to ensure that scheduled maintenance downtime is kept to a minimum in accordance with industry standards and, where possible, scheduled downtime shall be completed outside of normal UK working hours.
- Unscheduled emergency maintenance may be required at any time. HYS agrees however, to use all reasonable efforts to keep emergency maintenance to a minimum and reduce the effects of any emergency maintenance required.
- HYS does not warrant the validity and accuracy of information on the Site or the HYS Services or that the Site is kept up-to-date. The Site and its content and the HYS Services are delivered on an "as-is" and "as-available" basis. HYS shall use reasonable endeavours to ensure that the Site, the HYS Services and any information it holds on You are kept secure. However, due to the nature of the internet, HYS does not represent or warrant to You that:
- Your use of the Site and/ or the HYS Services will be uninterrupted, timely, secure or free from error at all times, nor that it will provide specific results from use of the Site or any content, search or link on it;
- Your use of the HYS Services will meet Your requirements;
- any information obtained or downloaded by You as a result of Your use of the HYS Services will be accurate, reliable or free of viruses or contamination or destructive features;
- Your shared UGC will not be used by a third party in various ways;
- there will not be any defects in the operation or functionality of any software provided to You as part of the HYS Services; and,
- those who intentionally attempt to and/or gain unauthorised access to the same by means such as, without limitation, computer hacking will not be successful.
10. HYPERLINKS AND SEARCH RESULTS
Other than HYS Shared Links, the Site may contain hyperlinks or produce search results that reference or link to third party sites throughout the World Wide Web. These are provided for Your ease of reference only and HYS do not endorse such websites or accept any responsibility for the content of such websites and cannot therefore guarantee, represent or warrant that the content contained in the websites is accurate, legal and/or inoffensive or that they will not contain viruses or otherwise impact Your computer. By using the Site to search for or link to another website or to share HYS Shared Links, You agree and understand that You may not make any claim against HYS for any damages or Losses, whatsoever, resulting from Your use of the Site to obtain search results or to link to another website. HYS advises You to read the terms and conditions including the privacy, cookie and other website policies of any other website that You visit. HYS will not be liable for any loss or damage that may arise from your use of such links. “Losses” in this Licence shall be understood to mean any claims, losses, demands, actions, third party claims, damages, costs (including court costs and legal fees), fines, liabilities, obligations, liens and expenses.
11. SUSPENSION AND TERMINATION
- You acknowledge that HYS has no obligation to monitor any UGC provided by HYS Members. You further understand and agree that in HYS’s sole discretion, and without prior notice, HYS may terminate its Licence with You and may therefore choose to suspend or terminate Your access to the Site and the HYS Services at any time or exercise any other remedy available and modify or delete any unauthorised UGC, if HYS believes that the UGC You provided has violated or is inconsistent with the Licence or has violated the rights of HYS or a HYS Member. Notwithstanding this, You are solely responsible for, and bear the legal risk associated with such UGC anywhere in the world.
- HYS may release HYS Member information about You if required by law or subpoena, or if the information is necessary or appropriate to release to deal with an unlawful or harmful activity.
- You agree that monetary damages may not provide a sufficient remedy to HYS for violations of these Terms and You consent to injunctive or other equitable relief for such violations.
- You acknowledge and agree that to improve the Site and/ or the HYS Services, HYS may stop (permanently or temporarily) providing the HYS Services (or any features within the HYS Services) to You generally at HYS’s sole discretion, without prior notice to You.11.4 You acknowledge and agree that to improve the Site and/ or the HYS Services, HYS may stop (permanently or temporarily) providing the HYS Services (or any features within the HYS Services) to You generally at HYS’s sole discretion, without prior notice to You.
12. HYS MEMBER WARRANTIES
- You represent and warrant that:
- You have (and will continue to have whilst the UGC remains posted on the Site) all necessary licences, rights, consents, and permissions which are required to enable HYS to use or display Your UGC in the manner contemplated by these Terms;
- You are happy to share Your UGC with HYS Members as the case may be who access and/ or register on the Site where applicable;
- You will not post nor upload any UGC which contains material which is unlawful for You to possess, or which it would be unlawful for HYS to use or possess in connection with the provision of the HYS Services; and,
- the UGC that You submit to HYS will not contain any third party copyright material, or material that is subject to other third party proprietary rights (including rights of privacy or rights of publicity), unless You have a formal licence or permission from the rightful owner, or are otherwise legally entitled, to post the material in question and to grant HYS the IP Licence referred to in Clause 2 above.
- Nothing in this Clause 13 shall exclude or restrict liability for:
- fraudulent misrepresentations;
- any liability where the law does not permit such exclusion of liability; and,
- death or personal injury arising from negligence.
- HYS shall not be in breach of any of its obligations under these Terms which arise or occur due to the act, omission, default of You or Your failure to comply with any of Your obligations.
- Subject to Clause 13.1, HYS shall not be liable to You in contract, tort (including negligence) or otherwise for any consequential, special or incidental loss or damage (whether direct or indirect) or, anticipated profits, business, data, opportunity, revenue, goodwill, or reputation suffered by You arising from Your use of the Site and/ or the HYS Services or, any loss or damage which may be incurred by You as a result of:
- any breach by You of these Terms or breach of warranty by You or the acts or omissions of You including Your use of, or inability to use, the Site and/ or the HYS Services;
- any reliance placed by You on the completeness, accuracy or existence of any UGC including HYS Content;
- any changes which HYS may make to the HYS Services, or for any permanent or temporary cessation in the provision of the HYS Services (or any features within the HYS Services);
- the deletion of, corruption of, or failure to store, any UGC and other communications data maintained or transmitted by or through Your use of the HYS Services;
- your failure to make any Disclosure whilst participating in the HYS Program;
- the availability of third party sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such websites or resources; and,
- the acts, omissions and conduct of any HYS Members, HYS Retailers, Affiliate Networks or End Users in connection with or otherwise related to Your use of the Site and/ or the HYS Services.
- The limitations on HYS’s liability to You in this Clause 13 shall apply whether or not HYS has been advised of, or should have been aware of, the possibility of any such Losses arising.
- You shall indemnify and hold harmless HYS on demand, and shall keep HYS fully and effectively indemnified against any and all Losses incurred by or asserted against HYS, arising out of or in connection with:
- a. any breach of the Licence by You (other than and to the extent that any losses arise directly from breach of these Terms by HYS or through HYS’s negligence);
- b. any action or claim that any part of the UGC uploaded by You to the Site is infringing the intellectual property rights of a third party or is deemed inappropriate content; and,
- c. any breach by a third party arising out of Your use of the Site and/ or the interactive HYS Services.
- Except as expressly set out in these Terms, HYS gives no warranties and excludes all other express or implied terms, conditions and warranties including also any implied warranties of merchantability and fitness for a particular purpose to the fullest extent permitted by law.
14. ENTIRE AGREEMENT/ SEVERABILITY
These Terms shall be personal to You and You may not assign, transfer, lease or delegate all or any of your rights and obligations, without the prior written consent of HYS. HYS reserves the right to assign or transfer all or any of its rights and obligations under these Terms to any companies in the same group as HYS or other third party. In the event of assignment or transfer, notification will either be given to You by e-mail or posted on the Site.
16. NO WAIVER
Failure by either HYS or You to exercise or enforce any right conferred shall not be deemed to be a waiver of any such right nor operate so as to bar that exercise or enforcement thereof or of any other right on any later occasion.
17. THIRD PARTY RIGHTS
You may enforce these Terms in accordance with the provisions of the Contracts (Rights of Third Parties) Act 1999). Except as provided above, these Terms do not create any right enforceable by any person who is not a party to it under the Act, but does not affect any right or remedy that a third party has which exists or is available apart from that Act.
18. LAW AND JURISDICTION
If You are not happy with the way HYS deal with any dispute or disagreement between You and HYS and You want to take court proceedings, You must do this within England. Relevant English law will apply to the Licence and the relevant courts of England will have exclusive jurisdiction in relation to these Terms.