Terms & Conditions
IMPORTANT - READ CAREFULLY:
This License Agreement to use our system is a contract between you, as Licensee ("You" or "Licensee") and Community Treasures, London and applies to your use of the Qspace service. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS OUR SERVICES.
In this Agreement, "you" or "your" means any person or entity using our Service. Unless otherwise stated, "CT," "we" or "our" will refer collectively to Community Treasures and its affiliates.
Licenses and Restrictions.
Subject to the terms and conditions of this Agreement, Community Treasures hereby grants you a non-
exclusive, non-transferable, non-sublicense-able, limited license to use our platform.
Your account is the property of CT and may be immediately revoked or terminated by CT, including your use
of the Content or Database in any way not expressly permitted or granted under this Agreement.
You shall neither use your account or any part of our Program in any way not expressly permitted or granted under this Agreement, nor use any alternative means such as robots, spiders, scraping or other technology to access, query, or use www.CommunityTreasures.co, or any other web site owned or operated by CT or any of its affiliates or subsidiaries.
You shall not permit or enable third parties to copy or obtain CT Content from your account, sign in pages and CT application. Including, but not limited to, the use of robots, spiders, scraping or any other technology. Violating these restrictions will result in legal action against you, including possible criminal prosecution.
You shall not use your account or the CT program to discover private information about other users;
You shall not use the API to discover private information about our System;
You shall not transmit, facilitate, enable or otherwise provide the CT Content or the API Program to any third parties not expressly authorized by this Agreement;
You shall not modify, decompile or otherwise alter any of the CT software.
You shall not engage in phishing attacks or any activity associated with malware;
You shall not make requests to our program that are, in our sole discretion, excessive;
You shall not commercialize (i.e., sell, rent, or lease), copy, store or cache the CT Content, other than for the purposes allowed by this Agreement,
Display of CT Content.
You may only display the CT Content in accordance with the following guidelines:
You shall not, under any circumstances, display or cause another to display specific CT User information in a Public Display; provided however, You may provide specific CT User information to the CT User for Private Display for such CT User. "Public Display" is defined as the display of the CT Content to anyone other than the owner, originator, creator, or developer of such content. "Private Display" is defined as the display of the CT Content to a particular CT User relating only to such CT User's CT activities;
You shall not exceed the scope of the licenses granted hereunder.
Limits on Sublicensing.
All license rights (under any applicable intellectual property right) granted herein
are not sublicenseable, transferable or assignable, except as otherwise provided herein.
CT does not guarantee that the CT Site or CT Content shall be available twenty-four hours a day.
Content and Intellectual Property Licenses.
Content and IP Ownership. Except as otherwise provided in this Agreement, as between CT and You, CT retains all rights, title and interest in and to all intellectual property rights (including without limitation all patent, trademark, copyright, trade dress, trade secrets, database rights and all other intellectual property rights) embodied in or associated with our website Program and CT brands.
CT Content, CT Site and any and all CT services, technology and any content created or derived there from.
There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder
are reserved by CT or its suppliers.
You shall not take any action inconsistent with CT's ownership of Community Treasures.co and all in-house
CT brands, and/or CT Content.
Term and Termination.
No Notice. CT may terminate this Agreement at any time upon advance notice for any reason and without
notice to you.
The following Sections of the Agreement shall survive any termination of this Agreement:
("Licenses and Restrictions"), ("Content and Intellectual Property Licenses"), ("Survival"),
("Representations and Warranties"), ("Confidential Information"), (”Licensee Obligations”),
("Limitation of Liability"), ("Indemnification") and ("General").
Security and Stability.
You acknowledge that it is in the best interests of both parties that CT maintains
your account, our Program, and CT Content at all times.
You also agree that, in the event of degradation or instability of CT's system or an emergency, CT may, in its
sole discretion, temporarily suspend your access to your account, our Program, CT brands, or CT Content
under this Agreement in order to minimize threats to and protect the operational stability and security of the CT system.
Disclaimer of CT Warranties.
ACCESS TO THE DATABASE AND YOUR USE OF THE API IS PROVIDED HEREUNDER ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY STATED HEREIN, CT DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CT DOES NOT REPRESENT OR WARRANT THAT THE CT SITE SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. You acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation.
Representations and Warranties.
You represent and warrant that you shall at all times comply with all laws and regulations applicable to your products and/or services, related promotional activities and its performance under this Agreement.
CT's "Confidential Information" is defined as any confidential or proprietary information which is disclosed to you in a writing marked "Confidential" or, if disclosed orally, is identified as confidential at the time of disclosure and is subsequently reduced to a writing marked "Confidential" and delivered to the other party within ten (10) days of disclosure, or disclosed through the API. The terms of this Agreement, CT Content, Database, Services, Technology, your User ID, and Customer Information (including user IDs, passwords, and any account information) shall be deemed Confidential Information regardless of whether marked "Confidential."
You shall hold CT's Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use CT's Confidential Information for any purpose other than as required to perform under this Agreement. Where Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you shall immediately notify CT upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information. Notwithstanding any contrary provision in Section ("Notice"), notification to CT under this section should be provided by personal delivery on the same day. Your obligations hereunder shall survive the termination of this Agreement for a period of five (5) years.
Competitive or Similar Materials.
Notwithstanding the foregoing, in no event shall CT be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and/or distributing, materials which are competitive with your products and/or services (collectively, "your Products"), irrespective of their similarity to current Products or your Products that may be developed hereafter.
Limitation of Liability.
CT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER FORM OF ACTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF CT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Governing Law; Venue.
This Agreement shall be construed in accordance with and governed exclusively by the laws of the United Kingdom applicable to agreements made among the United Kingdom residents and to be performed wholly within such jurisdiction, regardless of such parties' actual domiciles. You agree that any cause of action arising under this Agreement shall be brought exclusively in a court in the United Kingdom.
You shall indemnify CT against any and all claims, losses, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims") which CT may incur as a result of any third party actions arising from or relating to: (1) Your or Third Party Service Provider's use of the 'CT' Program, the CT Content, Database, Services or Technology in excess of the rights granted hereunder or (2) Content, Database, Technology, or Services provided by You or others on your behalf.
You shall not make any public statement regarding the terms of this Agreement, any aspect thereof, or the CT Program and CT in-house brands without CT's prior written approval which may be withheld at its sole discretion.
If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way.
Any notice under this Agreement shall be in writing and delivered by confirmed e-mail and shall be deemed given upon confirmation of receipt of email. Notices shall be sent to a party at its address set forth above or such other address as that party may specify in writing pursuant to this Section, or to the email address you provide ("Notice").
Entire Agreement; Waiver.
This Agreement sets forth the entire understanding and agreement of the parties regarding the Qspace, our CT in-house brands and our entire Program, and supersedes any and all oral or written agreements or understandings between the parties, as to the Qspace, our CT in-house brands and our entire Program, except to the extent that it incorporates CT's User Agreement, Privacy and Acceptable Use Policies as described herein. The waiver of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.