Smugly Terms of Use Agreement

1. Introduction
   
   These terms of use govern your use of our website; by using our website, you accept these terms of use in full. If you disagree with these terms of use or any part of these terms of use, you must not use our website. Smugly collects registration and other information about you through the Platform. Our collection, use, and disclosure of this information is governed by the Smugly Privacy Policy Statement available at http://www.Smugly.co.uk/privacy/.
2. Licence to use website
   
   Unless otherwise stated, we or our licensors own the intellectual property rights in the website and material on the website. Subject to the licence below, all these intellectual property rights are reserved.
   
   You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms of use.
   
   You must not:
   1. republish material from this website (including republication on another website);
   2. sell, rent or sub-license material from the website;
   3. show any material from the website in public;
   4. reproduce, duplicate, copy or otherwise exploit material on our website for a commercial purpose;
   5. edit or otherwise modify any material on the website; or
   6. redistribute material from this website except for content specifically and expressly made available for redistribution (such as our newsletter).
   Where content is specifically made available for redistribution, it may only be redistributed within the Smugly groups you are a member of or organise.
3. Acceptable use
   
   You must not use our website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.
   
   You must not use our website 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.
   
   You must not 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 website without our express written consent.
   
   You must not use our website to transmit or send unsolicited commercial communications.
   
   You must not use our website for any purposes related to marketing without our express written consent.
4. Registered users
   
   Access to certain areas of our website is restricted to registered users.
   
   You must be at least 18 years of age and by applying to become a registered user, you to warrant that you are at least 18 years of age.
   
   In order to become a registered user, you must provide Smugly with a current email address, name, location and confirm you have read and agree to Smugly's Privacy Policy and Terms of Use Policy.
   
   You warrant that all the information you provide to us as part of the registration procedure is true, accurate, fair and complete.
   
   You acknowledge that we may refuse to permit, or may insist that you change, any username that impersonates another person or breaches the provisions of Section 5 below.
   
   Registered users will have access to such additional features on our website as we may from time to time determine in our sole discretion. Such additional features may include:
   1. the facility to complete a detailed personal profile on the website, to publish that profile on the website, and to restrict the publication of that profile to the articular groups they are a member of;
   2. the facility to join Smugly groups, and to share information amongst group members using the group's message board;
   3. the facility to send private messages via the website to particular groups or individuals registered on the website.
   4. We may disable username and passwords, delete accounts, and delete any information associated with an account, in our sole discretion without notice or explanation.
5. Smugly Groups
   
   Through our Platform we provide tools that enable our users to arrange physical meetings at venues. These meetings may be held at but are not limited to, private establishments such as coffee shops or public parks. We do not supervise these Smugly Meetings and are not involved in any way with the actions of any individuals at these Smugly Meetings. As a result, we have no control over the actions or identity of the individuals who are present at these Smugly Meetings, and we request that our users exercise caution and good judgement when attending these Smugly Meetings.
   
   Because we do not control or supervise the Smugly Group Meetings or interactions between members of Smugly groups and other persons or companies, we are not involved with physical transportation to or from Smugly Group Meetings. We are not responsible for the actions of any individuals at Smugly Meetings and as cannot guarantee the true identity, age, nationality of Platform users.
   
   You understand that certain communications, as well as offers of promotion relevant and beneficial to you or your Smugly Group, are part of our Platform. By using our Platform, you expressly agree to receive such communications from Smugly.
   
   You may also receive communication from:
   1. Your Organiser. By joining a Smugly Group, you understand and agree that you may receive communication from your Organiser in the normal course of using our Platform. Your Organiser's messages will be relayed to your email address through our Platform, which does not disclose your email address.
   2. Smugly Group Mailing List. You may receive email from other members of your Smugly Group via your Smugly's mailing list. Bear in mind that when you send an email to your Smugly group mailing list, your email address will be disclosed to other members of your Smugly mailing list.
   3. Smugly Group Members. If you are an Organiser, you agree to receive messages from individual members of your Smugly.
6. Smugly Organisers
   
   Please be aware that an Organiser:
   1. may not enter into contractual relations on Smugly's behalf as they are not Smugly's representative;
   2. is not entitled to enter into contractual relations on behalf of specific Group members unless expressly agreed by those Group members; and
   3. is acting independently, and therefore no contractual obligation or relationship arises between an individual Group member or an Organiser unless otherwise agreed.
   You understand that the Organiser of a Smugly group in which you are a member has the right, at their sole discretion, to temporarily suspend or terminate your membership in his or her Smugly group. They are able to charge fees in connection with membership in their Smugly group, limit or set eligibility requirements for Smugly members, and to temporarily or permanently remove any content or information that you have posted in connection with such Smugly group.
7. Subscription
   
   Membership is free at this time. We reserve the right to limit the number of Smugly accounts that may be assigned to a particular email.
   
   ORGANISERS ACKNOWLEDGE AND AGREE THAT RECEIPT OF ANY FEE FROM ANY THIRD PARTY IS A THIRD PARTY TRANSACTION BETWEEN YOU AND SUCH THIRD PARTY, AND THAT YOU BEAR ALL RISK IN CONNECTION WITH YOUR THIRD PARTY TRANSACTIONS. If you believe that any accounting by a Third Party is in error, you must contact such other Third Party, and not Smugly, to seek resolution. Your correspondence or business dealings with any Third Party, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such Third Party.
   
   We may, by notifying you on our website and at our sole discretion, add, change or remove the features and the fees, including the amount or the type of fees we charge at any time or services we offer. If we notify you of new fees or change the fees for an existing service, you agree to pay all fees and charges specified and all applicable taxes for your continued use of the applicable service.
   
   We may charge additional fees for various premium features and services that we offer, and we will notify you of those charges at the time that we offer you the premium features or services. We are not responsible for any charges or expenses you incur resulting from being billed by us in accordance with these Terms of Use (e.g., overdrawn accounts, exceeding account limits, etc.).
8. Payments to Organisers
   
   Some Organisers may request or require fees for attendance at Group events. Individual Smugly Group event fees are at the discretion of each Organiser, who decides whether such fees are required, the amount frequency, refund policies, and how such fees are spent. You may also have the option to make voluntary contributions to particular Organisers. You should use common sense and be careful in deciding whether to make a payment to an Organiser. Organisers have full discretion whether and how to spend money in connection with their Smugly Groups.
   
   Fees assessed by Organisers are remitted to the Organiser and not to Smugly. We cannot ensure that a Smugly Organiser is legitimate and truthful, that he or she will use payments or contributions as promised, or that you will be happy with how your payment is spent. Your correspondence or business dealings with, including payment and related services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the applicable Organiser.
9. User generated content
   
   In these terms of use, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to our website, for whatever purpose.
   
   You, and not Smugly, are entirely responsible for all of your Public Information that you upload, email, post, transmit or otherwise make available via our Platform. We do not control your Public Information or the Public Information of or posted by other users and do not guarantee the accuracy, quality or integrity of Your Information or the Information of or posted by other users.
   
   You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to us the right to sub-license these rights, and the right to bring an action for infringement of these rights.
   
   Your user content must not be illegal or unlawful, must not infringe any third party's legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).
   
   Your user content (and its publication on our website) must not:
   1. be libellous or maliciously false;
   2. be obscene or indecent;
   3. infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;
   4. infringe any right of confidence, right of privacy, or right under data protection legislation;
   5. constitute negligent advice or contain any negligent statement;
   6. constitute an incitement to commit a crime;
   7. be in contempt of any court, or in breach of any court order;
   8. be in breach of racial or religious hatred or discrimination legislation;
   9. be blasphemous;
   10. be in breach of official secrets legislation;
   11. be in breach of any contractual obligation owed to any person;
   12. depict violence in a explicit, graphic or gratuitous manner;
   13. be pornographic or sexually explicit;
   14. be untrue, false, inaccurate or misleading;
   15. 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;
   16. constitute spam;
   17. be offensive, deceptive, threatening, abusive, harassing, or menacing, hateful, discriminatory or inflammatory; or
   18. cause annoyance, inconvenience or needless anxiety to any person.
   19. contain images of anyone without their prior permission (and in the case of children under 18 the permission of their legal guardian)
   Your user content must be appropriate, civil, tasteful and accord with generally accepted standards of etiquette and behaviour on the internet.
   
   You must not use our website to link to any website or web page consisting of or containing material that would, were it posted on our website, breach the provisions of these terms of use.
   
   You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.
   
   We reserve the right to edit or remove any material submitted to our website, or stored on our servers, or hosted or published upon our website.
   Notwithstanding our rights under these terms of use in relation to user content, we do not undertake to monitor the submission of such content to, or the publication of such content on, our website.
10. Limited warranties
    
    You acknowledge that some of the information published on this website is submitted by users, and that we do not usually review, approve or edit such information. We do not endorse any opinions expressed by you or other users. You understand that by using our Platform, you may be exposed to information that is offensive, indecent or objectionable. We do not warrant the completeness or accuracy of the information published on this website; nor do we commit to ensuring that the website remains available or that the material on the website is kept up-to-date.
    
    To the maximum extent permitted by applicable law we exclude all representations, warranties and conditions relating to this website and the use of this website (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).
11. Limitations of liability
    
    Nothing in these terms of use (or elsewhere on our website) will exclude or limit our liability for fraud, for death or personal injury caused by our negligence, or for any other liability which cannot be excluded or limited under applicable law.
    
    Subject to this, our liability to you in relation to the use of our website or under or in connection with these terms of use, whether in contract, tort (including negligence) or otherwise, will be limited as follows:
    1. we will not be responsible for any arising out of or in connection with our Platform or this Agreement or the inability to use our Platform;
    2. we will not be liable for any consequential, indirect or special loss or damage;
    3. we will not be liable for any loss of profit, income, revenue, anticipated savings, contracts, business, goodwill, reputation, data, or information;
    4. we will not be liable for any loss or damage arising out of any event or events beyond our reasonable control, including and not limited to those arising out of or in connection with Third Party Transactions or arising out of or in connection with your use of our Platform or transportation to or from Smugly Meetings, attendance at Smugly Meetings, participation in or exclusion from Smugly Groups, and the actions of you or others at Smugly Meetings
    You accept that we have an interest in limiting the personal liability of our officers and employees. Having regard to that interest, you accept that we are a limited liability entity and agree that you will not bring any claim personally against individual officers or employees in respect of any losses you suffer in connection with the website or these terms of use. This will not, of course, limit or exclude the liability of the company itself for the acts and omissions of our officers and employees.
    
    You agreed to the publication of comments, reviews and/or feedback relating to you, by others, on our website. You acknowledge that such comments, reviews and/or feedback may be critical or defamatory; and you agree that you will not hold us liable in respect of any such comments, reviews and/or feedback, irrespective of whether we are aware or ought to have been aware of such comments, reviews and/or feedback.
12. Indemnity
    
    You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of these terms of use, or arising out of any claim that you have breached any provision of these terms of use or the documents it incorporates by reference, your use of our Platform, Your Information, your violation of any law, statute, ordinance or regulation or the rights of a third party, or your participation as an Organiser or in Smugly Meetings (whether the claim or demand is due to or arising out of your transportation to or from, attendance at, or the actions of you or other users at Smugly Meetings).
    
    Without limiting the foregoing, you, as an Organiser, agree to indemnify and hold us and our officers, directors, shareholders, agents, employees, consultants, affiliates, subsidiaries and third-party partners harmless from any claim or demand, including reasonable legal expenses, made by any Smugly Group member or third party due to or arising out of your actions as an Organiser, including your use of money paid to you by members of your Smugly Group.
13. Breaches of these terms of use
    
    Without prejudice to our other rights under these terms of use, if you breach these terms of use in any way, or if we reasonably suspect that you have breached these terms of use in any way, we may:
    1. send you one or more formal warnings;
    2. temporarily suspend your access to the website;
    3. permanently prohibit you from accessing the website;
    4. block computers using your IP address from accessing the website;
    5. contact your internet services provider and request that they block your access to the website;
    6. bring court proceedings against you for breach of contract or otherwise;
    7. suspend and/or delete your account with the website; and/or
    8. delete and/or edit any or all of your user generated content.
    Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).
14. Third party websites
    
    Our website may include hyperlinks to other websites owned and operated by third parties. These links are not recommendations. We have no control over the contents of third party websites, and we accept no responsibility for them or for any loss or damage that may arise from your use of them.
15. Trade marks
    
    The other registered and unregistered trade marks or service marks on our website are the property of their respective owners. Unless stated otherwise, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.
16. Competitions
    
    From time to time we may run competitions, free prize draws and/or other promotions on our website. These will be subject to separate terms and conditions (that we will make available to you as appropriate).
17. Variation
    
    We may revise these terms of use from time-to-time. Revised terms of use will apply to the use of our website from the date of the publication of the revised terms of use on our website. Please check this page regularly to ensure you are familiar with the current version.
18. Assignment
    
    We may transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms of use without notifying you or obtaining your consent.
    
    You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms of use.
19. Severability
    
    If a provision of these terms of use is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision 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.
20. Exclusion of third party rights
    
    These terms of use are for the benefit of you and us, and are not intended to benefit any third party or be enforceable by any third party. The exercise of our and your rights in relation to these terms of use is not subject to the consent of any third party.
21. Entire agreement
    
    These terms of use, together with our privacy policy, constitute the entire agreement between you and us in relation to your use of our website, and supersede all previous agreements in respect of your use of this website.
22. Law and jurisdiction
    
    These terms of use will be governed by and construed in accordance with English law, and any disputes relating to these terms of use will be subject to the exclusive jurisdiction of the courts of England and Wales.
23. Our details
    
    Our registered address is:
    
    Smugly
    Battersea Business Centre,
    99 Lavender Hill,
    London.
    SW11 5QL
    
    You can contact us by email at:
    
    contact@smugly.co.uk
    
    
    Policy Updated 13/09/09