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OmniJoin Terms of Service

Terms of Service

Welcome to OmniJoin

The OmniJoin service is provided and licensed to you by Brother UK Limited (“Brother”, “we” or “us”). We are a company incorporated in England and Wales with company number 29301, whose registered office is at Shepley Street, Guide Bridge, Audenshaw, Manchester M34 5JD. Our VAT number is GB864450220.

These terms and conditions of service (“Terms of Service”), together with our Privacy Policy and Website Terms of Use govern your access to, and use of, the Services and the Software (as such words are defined below) made available to you by or on behalf of Brother via the website at webconferencing.brother.co.uk or the website at support.omnijoin.com (each the “Website”).

Please read these Terms of Service and the Privacy Policy carefully and make sure that you understand them before installing the Software or otherwise using or accessing the Services. You should print a copy of these Terms of Service or save them to your computer for future reference.

Please note that these Terms of Service apply to business customers only. If you are consumer, please contact us.

Before using the Services, you will be asked to agree to these Terms of Service by clicking on the accept button where indicated. By indicating your agreement to these Terms of Service, you agree to observe and comply with these Terms of Service and the Privacy Policy and to be legally bound by them. If you do not wish to accept and be bound by these Terms of Service or the Privacy Policy, please click the ‘decline’ button and the order and/or installation process will not continue and you will not be able to use the Services and/or the Software.

Where you are entering into these Terms of Service on behalf of your company or organisation, you confirm that you are duly authorised to enter into these Terms of Service and a legally binding agreement on behalf of your company or organisation.
 
We may amend these Terms of Service from time to time. Every time you wish to use the Services, please check these Terms of Service to ensure you understand the terms which will apply at that time. We will give you notice of any amendment in the relevant section of your Online Account.

If you wish to contact us at any time in connection with these Terms of Service, please see our Contact Us page.

1.  Definitions

In these Terms of Service, the following words shall have the meaning set out below:

Access Details: means the user name, password, PIN and/or such other security devices or details, in whatever form, issued to or selected by you or the Users, from time to time, in order to enable you and/or the Users to access and use the Services;

Additional Subscription Fees: additional fees payable in respect of:

(a)  data storage in excess of the level of data storage set out in your Subscription Package;

(b)  the cost of any calls made by you or any User in order to connect to or join any conference held using the Services in excess of the level of calls set out in your Subscription Package and at the rates specified in your Subscription Package; and

(c)  any additional services or features requested by you in connection with the Services (if any) as set out in your Subscription Package and/or in the relevant section of your Online Account.

Annual Subscription Fees: means the annual fees payable in respect of an Annual Subscription Package, as displayed on the Website when placing your Order and in the relevant section of your Online Account;

Annual Subscription Package: shall have the meaning given to in clause 3.1;

Annual Subscription Term: shall have the meaning given to in clause 3.2;

Conference Participant: an individual or entity who you invite to join a conference held using the Services to which you are a participant or who is invited by another participant to join such conference;

Content: means Your Content and/or any Third Party Content;

Fees: means the Annual Subscription Fees or Monthly Subscription Fees (as applicable) and any Additional Subscription Fees payable;

Group: means at any time the relevant entity and (for the time being and from time to time), any holding company of it and any subsidiary of any such holding company (the terms "holding company" and “subsidiary” being as defined in section 1159 of the UK Companies Act 2006);

Intellectual Property Rights: means copyright, rights in software, rights in databases, patents and rights in inventions, trade marks, rights in domain names, designs, know-how, trade secrets and other rights in confidential information, in each case whether registered or unregistered including applications for registration and the right to apply for registration for any of the rights listed above that are capable of being registered anywhere in the world, and all other rights having equivalent or similar effect anywhere in the world;

Monthly Subscription Fees: means the monthly fees payable in respect of a Monthly Subscription Package, as displayed on the Website when placing your Order and in the relevant section of your Online Account;

Monthly Subscription Package: shall have the meaning given to in clause 3.1;

Monthly Subscription Term: shall have the meaning given to in clause 3.3;

Online Account: means the online account for which you registered in order to use and access the Services and which is accessible on, or via, the website online.brother.co.uk;

Order: any request or order placed or submitted by you in order to subscribe for any of the Services via the Website;

Order Confirmation: shall have the meaning given to it in clause 2.2;

Service Month: means the calendar month beginning on the date on which your access to the Services commences as set out in the relevant Order Confirmation, and each subsequent calendar month thereafter during which your access to the Services continues in accordance with these Terms of Service;

Services: means the web, video and/or audio conference functions and related features and services made available or provided to you by or on behalf of Brother from time to time from or via the Website (whether paid for or not);

Software: means any software and all associated documentation and other materials owned by Brother, or its licensors as the case may be, provided or otherwise made available to you for use in connection with any access to, or use of, the Services;

Subscription Package: the subscription package set out in your Order Confirmation, the details of which are set out in the relevant section of your Online Account;

Subscription Term: means the Annual Subscription Term or the Monthly Subscription Term (as applicable);

Third Party Content: means any information, data, communication or other content, documents or materials transmitted, uploaded, transferred, downloaded, accessed, recorded (whether or not recorded using functionality provided by Brother or other device or medium) or otherwise made available using, through or in connection with the Services by any Conference Participant;

Trial Period: means the limited time period applicable to any Trial Use as set out in the relevant Order Confirmation;

Trial Use: means any temporary access to, or use of, any Services and/or Software which may be made available to you free of charge for trial purposes only during the Trial Period;

User: means where you enter into these Terms of Service on behalf of a company, entity or organisation, any employee or other person who is authorised by that entity to access or use the Services and/or the Software on its behalf;

You: means (a) you where you are an individual, or (b) where you enter into these Terms of Service on behalf of a company, entity or organisation, that company, entity or organisation, as the context so requires, and the word “your” shall be construed accordingly;

Your Content: means any information, data, communication or other content, documents or materials transmitted, uploaded, transferred, downloaded, accessed, recorded (whether or not recorded using functionality provided by Brother or other device or medium) or otherwise made available using, through or in connection with the Services by you or any User.

2.  Order Process

2.1          Our order process allows you to check and amend any errors before submitting your Order to us. Please take the time to read and check your Order at each page of the order process. After you place an Order, you will receive an e-mail from us confirming that we have accepted your Order (an “Order Confirmation”).

2.1          Our order process allows you to check and amend any errors before submitting your Order to us. Please take the time to read and check your Order at each page of the order process. After you place an Order, you will receive an e-mail from us confirming that we have accepted your Order (an “Order Confirmation”).

2.2          If you require any support or assistance in relation to the Services or require details of the support available from Brother, you can submit your request or otherwise contact us via the Help and Support page on the Website.

3              Duration and Renewal of Services

3.1          You may either subscribe for an annual Subscription Package (an “Annual Subscription Package”) or a monthly Subscription Package (a “Monthly Subscription Package”) when placing your Order.

3.2          If you have purchased an Annual Subscription Package, we will begin to provide access to the Services on the date set out in the relevant Order Confirmation and the Services will continue for a period of 12 calendar months (the “Annual Subscription Term”), subject to earlier termination pursuant to clause 10 or clause 11 of these Terms of Service.

3.3          If you have purchased a Monthly Subscription Package, we will begin to provide access to the Services on the date set out in the relevant Order Confirmation and the Services will continue for a period of one calendar month (the “Monthly Subscription Term”), subject to earlier termination pursuant to clause 10 or clause 11 of these Terms of Service.

3.4          If you have purchased a Subscription Package, on the last day of each Subscription Term, the Services shall automatically renew for a further Subscription Term of the same length, which shall begin on the following day (the “Renewal Date”). We will automatically charge your credit card or debit card or other payment method provided by you in your Order for the further Subscription Term, unless and until the Services are terminated prior to the relevant Renewal Date in the manner set forth in clause 3.5 or clause 3.6.

3.5          Where you have subscribed to an Annual Subscription Package, we will send you a written notice at least one calendar month prior to the relevant Renewal Date reminding you that the Services will be automatically renewed pursuant to clause 3.4 from the Renewal Date. Unless you cancel the Services by clicking on the cancel button and following the cancellation procedure in your Online Account prior to the relevant Renewal Date, the Services will automatically renew in accordance with clause 3.4.

3.6          Where you have subscribed to a Monthly Subscription Package, if you do not wish for the Services to automatically renew in accordance with clause 3.4 on the relevant Renewal Date, you must cancel the Services by clicking on the cancel button and following the cancellation procedure in your Online Account prior to the relevant Renewal Date.

3.7          If you have subscribed to the Services on a Trial Use, the Services will begin on the date set out in the relevant Order Confirmation and shall terminate immediately upon expiration of the Trial Period, subject to earlier termination under clause 11 of these Terms of Service. Following the end of the Trial Period, you may either purchase a paid subscription for the Services or decline to do so.

4              Grant of Licence

4.1          Subject to these Terms of Service, Brother hereby grants you a personal, non-exclusive, non-transferable, revocable licence, during the Subscription Term, as such Subscription Term may be renewed pursuant to clause 3.4, (or during the Trial Period in respect of any Trial Use) to install the Software (in object code and executable code format only), and to access and use the Services.

4.2          The Software and the Services are licensed, not sold, to you pursuant to, and solely for your use under and subject to these Terms of Service. Brother or its licensors as applicable retain all right, title, and interest relating to or embodied in the Software and/or the Services, including without limitation all Intellectual Property Rights relating thereto.

4.3          Brother reserves the right at its sole discretion, and with or without notice to you, to add or remove features or functions to or from the Services, or to provide programming fixes, enhancements, updates and upgrades, to the Software (collectively “Updates”).  You agree that Brother has no obligation to provide you with Updates, or make available to you any subsequent versions of the Software. You acknowledge that Brother, in its sole discretion, may modify, discontinue or suspend your ability to use any version of the Software and/or disable any Software you may already have accessed or installed without any notice to you, for the purposes of repair, maintenance, improvement, and/or upgrade of any underlying technology.

4.4          In order to use the Services, you must meet certain minimum system requirements, as specified and published by Brother on the Website, which include, but are not limited to, having access to the Internet and your Internet connection speed exceeding certain minimums, in order for certain features of the Services to function properly.

5              Restrictions on use

5.1          Your access to and use of the Services and/or Software is subject to your compliance with the provisions of these Terms of Services.

5.2          You agree not to decompile, disassemble, reverse engineer, translate or otherwise attempt to learn the source code of the Software.

5.3          Unless expressly set out in these Terms of Service, you may not assign, copy, create derivative works of, distribute, lease, loan, modify, pledge, rent, sell, sublicense or otherwise transfer, directly or indirectly, the Software and/or or the Services, or any part thereof to a third party. You are prohibited from reselling or acting as an intermediary or service provider for the Services or any part thereof.

5.4          The Software contains certain third party open source software which is made available to you subject to the terms of conditions of the specific licence under which the relevant third party software is distributed or provided as set out below. You agree to comply with the terms and conditions of such licence in respect of your use of the Software.

5.5          The terms and conditions applicable to your use of any Opus software which is required in order to use the Services can be accessed here: http://www.brothercloud.com/OmniJoin/Appendix.aspx

5.6          The terms and conditions applicable to your use of any Pacparser software which is required in order to use the Services can be accessed here: http://www.brothercloud.com/OmniJoin/Appendix.asp
GNU lesser general public license Version 2.1 February 1999: http://www.gnu.org/licenses/old-licenses/lgpl-2.1.en.html

6              Your Obligations in respect of the Services

6.1          You warrant that you will and will ensure that all Users will:

(a)           comply with all applicable laws, regulations and codes of practice with respect to your use of the Services and/or the Software;

(b)           not use the Software and/or the Services in a way which is unlawful, defamatory, obscene, indecent, offensive or threatening or which infringes the Intellectual Property Rights of any third party; and

(c)           not distribute or transmit any viruses, worms, Trojan horses or any other technologically harmful data, programs or software through, via or using the Services.

6.2          You must keep your Access Details confidential and secure. You are solely responsible for all activity occurring under or using your Access Details.

6.3          Brother has no obligation or responsibility in respect of the use, distribution, disclosure or management of your Access Details by you or any User. Brother will not be liable for any loss or damage that you may incur as a result of someone else using your Access Details, either with or without your knowledge.

6.4          You must inform us immediately in writing of any loss, misuse or unauthorised use of your Access Details.

6.5          You are responsible for each User’s compliance with these Terms of Service in connection with their access and use of the Services and/or the Software.

7              Your Content

7.1          You hereby grant to Brother, for the purpose of providing the Services, a non-exclusive, worldwide, royalty-free, fully-paid, transferable licence to host, cache, record, copy, display, transmit, upload, transfer, download, record and distribute Your Content in connection with your use of the Services.

7.2          You will not, and will procure that the Users will not, publish, post, upload, record, link to or otherwise distribute or transmit any of Your Content that:

(a)           infringes or would infringe any third party Intellectual Property Rights or any rights to privacy;

(b)           does not comply with any applicable law, regulation or code of practice or which advocates or incites illegal activity;

(c)           you do not have the necessary rights, consents and permissions to do so;

(d)           is used to impersonate, or to misrepresent your identity or affiliation with any person;

(e)           is likely to deceive or mislead any person;

(f)            promotes, solicits or contains abusive, defamatory, violent, harassing, indecent, obscene, pornographic, threatening, vulgar or otherwise inappropriate, objectionable or unlawful material, or which is harmful to minors;

(g)           contains corrupted files, time bombs, Trojan horses, viruses, worms or any other technologically harmful data, programs or software; or

(h)           is made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

7.3          We reserve the right to remove any Content without notice if we receive notice that, or if in our opinion, such Content does not comply with the provisions of clause 7.2 set out above.

7.4          We also have the right to disclose your identity to any third party who claims that any of Your Content is unlawful, untrue or defamatory, or constitutes a violation of their Intellectual Property Rights, or of their right to privacy, or is in breach of any legal duty owed to that third party.  

7.5          By uploading or otherwise making available Your Content to our Website or via the Services, you agree that you will provide to us at our request all information and assistance that may be reasonably necessary, including but not limited to providing documents or correspondence (where available), in connection with any complaint received, or claim or proceedings brought by, a third party in respect of Your Content. We may also disclose your identity and/or Your Content or any part thereof to any legal, regulatory or other administrative body of competent jurisdiction in connection with any such complaint, claim or proceeding.

7.6          You warrant that you are the owner or licensee of any Content you publish, upload or otherwise distribute in connection with the Services.

7.7          You acknowledge that by uploading Your Content to the Website or otherwise making Your Content available using the Services, Your Content will be visible to and accessible by the Conference Participants and you are solely responsible for ensuring that each Conference Participant only invites Conference Participants to join a conference who are permitted to join such conference. 

7.8          You warrant that you have obtained all necessary licences, permissions and consents required for you to publish, upload or otherwise distribute Your Content and for Brother to access, use and process such of Your Content for the purposes of providing the Services.

7.9          You are also responsible for the making and keeping of back-up copies of any or all Content uploaded or otherwise used or accessed by you in using the Services.

7.10        You have sole responsibility for the legality, reliability, integrity, accuracy, completeness and quality of Your Content and Brother and its Group has no responsibility or liability for the legality, reliability, integrity, accuracy, completeness or quality of Your Content or any Third Party Content.

7.11        You acknowledge that any reliance by you upon any Third Party Content shall be at your sole risk and that neither Brother nor any of its Group shall be liable for any loss or damage you may suffer as a result of your use of or reliance upon any Third Party Content. Any Third Party Content made available by any User or Conference Participant in connection with the Services represents solely the views of such User or Conference Participant and does not represent the views of Brother or its Group.

8              No Liability for Content

8.1          Neither Brother nor any of its Group monitors, screens, verifies or endorses any Content. To the fullest extent permitted by applicable law, neither Brother nor any of its Group shall be responsible or liable for any Content, including without limitation any:

(a)           Content that is uploaded, transmitted, sent, received or held by you or any User in connection with the Services, or otherwise connected in any respect to your use or any User’s use of the Services;

(b)           access to or alteration of Content by you, a User or any third party;

(c)           Content which is defamatory, illegal, obscene, offensive or threatening;

(d)           Content which infringes any third party rights, including without limitation any Intellectual Property Rights, rights of confidentiality or rights to privacy;

(e)           Content which does not comply with any applicable law, regulation or code of practice or which advocates or incites illegal activity; or

(f)            Content which contains corrupted files, time bombs, Trojan horses, viruses, worms or any other technologically harmful data, programs or software.

8.2          Neither Brother nor any of its Group shall be responsible or liable for any failure to upload, store, record, transmit or receive transmission of, download, view or access, any Content or for the security or confidentiality of any Content uploaded, stored or transmitted by you or any User in connection with your use or any User’s use of the Services.

8.3          To the fullest extent permitted by applicable law, Brother and its Group shall not be responsible or liable for any loss, deletion or corruption of any Content which may arise out of or in connection with your access to or use of or any other User’s access to or use of the Services and/or the Software.

8.4          Without prejudice to clause 7.9 and this clause 8, in the event that any of Your Content is lost, deleted, corrupted or damaged in any way and howsoever arising, on your request Brother will use reasonable commercial efforts to restore such of Your Content from the most recent back-up copy in Brother’s possession (if any) and this will be Brother’s sole liability to you in respect of any such loss, deletion, corruption or damage of or to Your Content. For the avoidance of doubt, neither Brother nor any of its Group shall be liable for any loss, deletion, corruption or damage of or to Your Content (or for restoring the same) which may arise out of or in connection with any act, omission or error by you or any User or Conference Participant.

9              Fees, Payment and Changes

9.1          The Fees payable for the use of the Services are set out on the Website during your Order process and are displayed in the relevant section of yourOnline Account. The methods by which you can pay for the Services are set out on the Website.

9.2          If you have subscribed for a Monthly Subscription Package, the Monthly Subscription Fees shall be payable monthly in advance. Any Additional Subscription Fees which become payable will be payable monthly in arrears at the end of the relevant Service Month in which such Additional Subscription Fees are incurred.

9.3          If you have subscribed for an Annual Subscription Package, the Annual Subscription Fees shall be payable annually in advance. Any Additional Subscription Fees which become payable will be payable monthly in arrears at the end of the relevant Service Month in which such Additional Subscription Fees are incurred.

9.4          We will upload to your Online Account all invoices showing the total amount of Fees payable by you each month. Throughout the Subscription Term, and any renewal of it pursuant to clause 3, and until all amounts due from you have been paid in full, you hereby authorise Brother to charge to any credit or debit card or other payment method provided by you in your Order all amounts due in connection with your use of the Services as shown on the relevant invoice on the relevant payment date set out in such invoice.

9.5          Upon renewal of the Annual Subscription Package or Monthly Subscription Package (as the case may be) pursuant to clause 3, your credit card or debit card or other payment method provided by you when you placed your Order will automatically be charged for a further Annual Subscription Term or Monthly Subscription Term (as applicable).

9.6          We reserve the right to change the Fees payable by you for using the Services from time to time. Where we make changes to the Fees, we will notify you in writing and the amended Fees shall apply from the first day of the relevant Service Month following the date of such notice.

9.7          You may upgrade or downgrade your Subscription Package at any time through your Online Account, subject to clauses 9.8 and 9.9 below.

9.8          In respect of Monthly Subscription Packages:

(a)           if you upgrade your Monthly Subscription Package to a higher Monthly Subscription Package, any changes made to the Monthly Subscription Package to reflect such upgrade (other than payment) will take effect immediately and any corresponding increase to the Fees payable for the higher Monthly Subscription Package will take effect from the first day of the Service Month following the date on which such changes are made and any such additional Fees payable will be added to the invoice at the end of that Service Month; and

(b)           if you downgrade your Monthly Subscription Package to a lower Monthly Subscription Package, any changes made to the Monthly Subscription Package to reflect such downgrade (other than payment) will take effect immediately and any corresponding reduction in the Fees payable for the lower Monthly Subscription Package will take effect from the first day of the Service Month following the date on which such changes are made.

9.9          In respect of Annual Subscription Packages:

(a)           if you upgrade your Annual Subscription Package to a higher Annual Subscription Package, any changes made to the Annual Subscription Package to reflect such upgrade (other than payment) will take effect immediately and any corresponding increase to the Fees payable for the higher Annual Subscription Package will take effect from the first day of the Service Month following the date on which such changes are made and any such additional Fees payable will be added to the invoice at the end of that Service Month; and

(b)           if you downgrade your Annual Subscription Package to a lower Annual Subscription Package, any changes made to the Annual Subscription Package to reflect such downgrade will take effect immediately. In respect of any reduction in Fees payable as a result of such downgrade, we will refund to you an amount equivalent to:

(i)            the difference between:

(A)          the Annual Subscription Fees payable for the higher Annual Subscription Package to which you were subscribed; and

(B)          the Annual Subscription Fees payable for the lower Annual Subscription Package to which you have downgraded,

in respect of the unexpired term of the Annual Subscription Package only, calculated on a pro rata basis by reference to the number of full Service Months remaining in the Annual Subscription Package following the date on which the downgrade is effected; less

(ii)           an administration fee of £25; and

(iii)          any outstanding Additional Subscription Fees payable in respect of your access to the use of the Services prior to the date on which the downgrade is effected.

9.10        Unless otherwise specified in the applicable Order Confirmation, all Fees must be paid in Pounds sterling and all Fees shown exclude VAT and other applicable taxes, duties and similar charges, which will be charged to and payable separately by you at the applicable rate.

9.11        The provisions of this clause 9 do not apply to the use of the Services during any Trial Period.

10           Cancellation of Order

10.1        You have a period of up to 14 (fourteen) calendar days from the date of the Order Confirmation to cancel your Order for the Services (the “Cancellation Period”).

10.2        During the Cancellation Period, if you change your mind or for any other reason you decide you do not wish to use or receive the Services for which you have placed an Order, subject to clause 10.3, you can cancel the Order by clicking the ‘cancel’ button and following the cancellation procedure in your Online Account and receive a full refund of the Fees you have paid for the relevant Services. We will provide you with a refund via the same payment method you used to place the relevant Order. We will process the refund due to you as soon as possible and, in any case, within 30 calendar days of the day on which you cancelled the Order via your Online Account.

10.3        If you or any User uses the Services during the Cancellation Period, clauses 10.1 and 10.2 will not apply and in order to cancel the Services you must follow the relevant termination procedure set out in clause 11.3 or clause 11.5 of these Terms of Service. Subject to any refund that Brother may provide in accordance with clause 11.4 in respect of an Annual Subscription Package, you will not receive any refund of any Fees you have already paid or any Fees which have already become due to Brother in respect of your access or use of the Services during the Cancellation Period.

11           Termination of Services

11.1        Without prejudice to any other rights or remedies to which we may be entitled, we may terminate or suspend your access or use of the Services and the Software immediately without liability if:

(a)           you commit a material breach of any of the Terms of Service and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing of the breach;

(b)           you fail to pay any invoice issued by us under these Terms of Service or pay any Fees due in connection with your use of the Services by the due date for such payment shown on the relevant invoice;

(c)           you are unable to pay your debts as they fall due within the meaning of section 123 of the Insolvency Act 1986, or suspend payment of your debts or admit inability to pay your debts; or

(d)           a petition is filed, a notice is given, a resolution is passed, or an order is made, for or on connection with your winding up (other than for the sole purpose of a solvent amalgamation or solvent reconstruction) or a notice of intention to appoint an administrator is given, an application is made to court, or an order is made, for the appointment of an administrator or administrative receiver, or an administrator or administrative receiver is appointed over you or any of your assets.

11.2        Without prejudice to any other rights or remedies to which you may be entitled, you may terminate the Services immediately by providing us with written notice if we commit a material breach of any of the Terms of Service and (if such a breach is remediable) fail to remedy that breach within 30 days of being notified in writing of the breach.

11.3        Where you have subscribed for an Annual Subscription Package, you may terminate the Services at any time for any reason by clicking the ‘cancel’ button and following the cancellation procedure in your Online Account and your access to the Services will be terminated with immediate effect.

11.4        Upon termination of an Annual Subscription Package pursuant to clause 11.3, we will refund to you an amount equivalent to the Annual Subscription Fees relating to the unexpired term of the Annual Subscription Package, calculated on a pro rata basis by reference to the number of full Service Months only remaining in the Annual Subscription Package, less:

(a)           an administration fee of £25; and

(b)           any Additional Subscription Fees payable in respect of your access to or use of the Services prior to the date of termination.

11.5        Where you have subscribed for a Monthly Subscription Package, you may terminate the Services at any time for any reason by clicking the ‘cancel’ button and following the cancellation procedure in your Online Account and your access to the Services will be terminated at the end of the Service Month in which you cancel the Services via your Online Account. All outstanding Fees payable in respect of your access to or use of the Services prior to the date of termination shall immediately become due and payable.

12           Consequences of Termination

12.1        Upon termination or expiry of the Services for any reason in accordance with these Terms of Service, you must immediately cease using the Software and the Services and delete or otherwise remove any copies of the Software from your computer equipment.

12.2        Your rights to access any and all Content submitted to or accessed by you in connection with the Services shall terminate immediately upon termination or expiry of the Services in accordance with these Terms of Service and Brother reserves the right to delete any such Content (or any other data files connected with your use of the Services) which may be in Brother’s possession or control.

13           No Warranty

13.1        The Services and the Software are provided “as is” and notwithstanding any other provision of these Terms of Service, we do not warrant that:

(a)           any use of the Services and/or the Software by you or any User will be uninterrupted, available or error-free;

(b)           any use of the Services and/or the Software by you or any User will not infringe the Intellectual Property Rights of any third party; or

(c)           the Software is free from defects, viruses, Trojan horses, worms or other technologically harmful material.

13.2        Save as expressly set out in these Terms of Service all other warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law (including any implied warranties or conditions of satisfactory quality and fitness for a particular purpose) are, to the fullest extent permitted by applicable law, excluded from these Terms of Service.

13.3        Your access and use of any third party open source software contained or included in the Software is subject to additional disclaimers, limitations and exclusions pursuant to clauses 5.5 and 5.6.

13.4        Neither Brother nor any of its Group shall have any liability for your inability to connect to or to access the Software or Services which may result from any faults, errors or problems relating to your PC hardware, software, network, network setup or security, or your Internet service provider or any other similar problem.

14           Our liability

14.1        Nothing in these Terms of Service limit or exclude our liability for:

(a)           death or personal injury caused by our negligence;

(b)           fraud or fraudulent misrepresentation; or

(c)           anything else that cannot be excluded or limited by applicable law.

14.2        Subject to clause 14.1, we will under no circumstances whatever be liable to you or any User, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with your access to or use of (or inability to use) the Services and/or the Software for:

(a)           any loss of profits, sales, business, or revenue;

(b)           loss or corruption of data, information or software;

(c)           loss of business opportunity;

(d)           loss of anticipated savings;

(e)           loss of goodwill;

(f)            pure economic loss; or

(g)           any indirect or consequential loss.

14.3        Subject to clause 14.1, our total liability to you in aggregate in respect of all other loss, damage, actions or claims suffered or incurred by you or any User out of or in connection with the Services and/or the Software, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed:

(a)           if you have purchased an Annual Subscription Package, the total amount of the Annual Subscription Fees you have paid in respect of such Annual Subscription Package;

(b)           if you have purchased a Monthly Subscription Package, the total amount of the Monthly Subscription Fees you have paid during the 12 months preceding the date on which any such claim arose.

14.4        Your access and use of any third party open source software contained or included in the Software is subject to additional limitations and exclusions pursuant to clauses 5.5 and 5.6.

14.5        If you have subscribed to a Trial Use of the Services, you are not permitted to use or otherwise rely on the Services or the Software for any commercial or production purpose.

15           Indemnity

15.1        You shall indemnify Brother and each member of its Group and hold them harmless against any claims, actions, proceedings, losses, damages, expenses, costs (including any legal and other professional fees), fines and penalties arising out of or in connection with:

(a)           any use of the Service and/or the Software by you or any User not in accordance with these Terms of Service;

(b)           any breach by you of your obligations under clause 5, clause 6 and/or clause 7 of these Terms of Service;

(c)           any Content which you or any User may publish, post, upload, record, link to or otherwise distribute or transmit from time to time in connection with your use of the Services; and

(d)           any claims, actions, complaints or other proceedings which may be brought or threatened to be brought against Brother or any member of its Group by any User, Conference Participant or any third party as a result of your use of the Services and/or the Software.

16           How we use your personal information

16.1        We will use any personal information we may collect from you or any User in accordance our Privacy Policy. You acknowledge that you have accessed and read the Privacy Policy and agree to the terms set out therein.

17           Use of our Website

17.1        Your use of our site is governed by our Terms of Website Use. You acknowledge that you have accessed and read the Terms of Website Use and agree to the terms set out therein.

18           Communications

18.1        When we refer, in these Terms of Service, to "in writing", this will include e-mail.

18.2        If you wish to contact us in writing, or if any clause in these Terms of Service requires you to give us notice in writing, you can contact us via your Online Account or send this to us by e-mail or by pre-paid post to the relevant address set out in our Contact Us page [insert link].

18.3        We may contact you from time to time in connection with your use of the Services or the administration of your account. If we have to contact you or give you notice in writing, we will do so via your Online Account or by e-mail or by pre-paid post to the address you provide to us in your Order.

18.4        Any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our Website or in your Online Account, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

18.5        The security of communications sent over the Internet (including by e-mail) is subject to many factors outside of our control. We do not guarantee the security or confidentiality of any electronic communications and neither Brother nor any of its Group shall be responsible to you for any loss or damage that you may suffer as a result of the transmission of any such communications.

19           Force Majeure

19.1        We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations in relation to the Services and/or the Software that is caused by any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat of war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of public or private transport, activities of hackers, malicious conduct, failure or interruption of any public or private telecommunications networks, power failures or interruption, or failures of any third party service providers (including providers of Internet services and telecommunications).

20           General

20.1        We may assign, delegate, sub-contract or transfer any of our rights and/or obligations under these Terms of Service to any third party. You may only transfer your rights or your obligations under these Terms of Service to a third party if we agree in writing.

20.2        These Terms of Service are entered into between you and Brother. Subject to clause 20.3, no other person shall have any rights to enforce any provision contained in these Terms of Service under the Contracts (Rights of Third Parties) Act 1999 or otherwise. 

20.3        Any member of Brother’s Group shall be entitled to enforce, rely on and benefit from the provisions contained in these Terms of Service, including without limitation the provisions contained in clauses 7, 8, 13, 14 and 15. Notwithstanding the foregoing, the rights of the parties to terminate, rescind, or agree any variation, waiver or settlement under these Terms of Service are not subject to the consent of any other person.

20.4        Each of the provisions of these Terms of Service operates separately. If any court, relevant authority or other administrative body of competent jurisdiction decides that any of the provisions in these Terms of Service (or part-provision) is unlawful, unenforceable or invalid, the remaining provisions will remain in full force and effect. If any unlawful, unenforceable or invalid provision would be legal, enforceable or valid if some part of it were deleted, the provision shall apply with whatever modification is necessary to make it legal, enforceable or valid.

20.5        If we fail to insist that you perform any of your obligations under these Terms of Service, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

20.6        Nothing in these Terms of Service is intended to or shall operate to create a partnership between you and us, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any.

21           Entire Agreement

21.1        These Terms of Service, our Privacy Policy and Website Terms of Use constitute the entire agreement between you and us and supersede, replace and extinguish any previous arrangement, understanding or agreement between us relating to the subject matter they cover.

21.2        You acknowledge that you have not relied on any statement, promise, warranty or representation made or given by or on behalf of us which is not set out in these Terms of Service, the Privacy Policy or Website Terms of Use. Nothing in this clause shall exclude or limit any liability for fraud or fraudulent misrepresentation.

22           Governing Law

22.1        These Terms of Service and any dispute or claim arising out of or in connection with them (including non-contractual disputes or claims) will be governed by and construed in accordance with English law. The courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that may arise out of or in connection with these Terms of Service. 

END OF TERMS
[Terms of Service last updated: 29/07/2012]

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