BITE THE SUN LTD
TERMS AND CONDITIONS FOR MEMBERS
1.1 These are the terms and conditions upon which Bite the Sun Ltd ("the Company", "we", "us") agrees to provide you ("Member") with access to and use of certain areas of our website (www.bitethesun.org) (the "Website") and related online services.
1.2 The Website provides information regarding food, nutrition, health and exercise to Members. The Website is composed of (1) publicly available pages which anyone may access (the "Public Pages"); (2) a members area which members may access subject to paying the access fee in accordance with clause 2.3 of these terms and conditions ("Members Area"); and (3) a profile page personal to each Member which can be viewed only by each individual Member and the Company (the "Profile Page"). Through the Members Area Members may download content, share content and interact with other Members, receive webcasts and other online services provided by the Company from time to time. Through the Profile Page, the Company may exchange information with an individual Member about the Member's weight, measurements and diet
1.3 All Members must be over 18 years of age and by becoming a Member of the Website you represent to us that this is the case.
2. ACCESSING THE MEMBERS AREA AND PROFILE PAGE
2.1 As a Member you will choose an individual user name and password which will allow you to access and download content from the Members Area and access your Profile Page. Any Member permitting their user name and password to be used by any other person, including a person under 18, hereby accepts full responsibility for all acts, obligations and liabilities of that person.
2.2 You are responsible for maintaining the confidentiality of your user name and password and, because only a person with access to that user name and password can access content or upload content, you are solely responsible for all content which is uploaded by your profile including but not limited to photographs, textual information such as contact details, profile, messages and commentary. You should ensure that you log off from your account at the end of each session. You must promptly notify us of any unauthorised use of your user name or password as soon as you become aware of it. For security purposes, we may change your user name or password from time to time and we will notify you promptly when we do so.
2.4 Your membership is not transferable.
3. YOUR PROFILE
3.1 You are responsible for keeping your account details up to date. You should notify us as soon as possible if your contact details, including email address, change.
4. CONTENT POLICY
4.1 Content on the Website is subject to our Content Policy as set out in this Section 4.
4.2 You are solely responsible for all elements of the content that you post on the Members Area and Profile Page including its accuracy and legality.
4.3 We have the right, but not the obligation, to monitor or otherwise review all content that is posted on the Members Area and Profile Page and communications between Members for compliance with these terms and conditions including the Content Policy. The factors determining whether content falls within our Content Policy may be subjective, and so we have the right to determine in our sole discretion whether your content adheres to the Content Policy.
4.4 You will not post any content that (i) is illegal, obscene, threatening, defamatory, invasive of privacy, or otherwise reasonably determined by us to be objectionable or injurious to any third parties, (ii) breaches any applicable law, rule or regulation, or (iii) infringes the intellectual property rights, contractual rights or any other right of any third party. You will not post or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, software viruses, political campaigning, commercial solicitation, mass mailings, “junk mail,” “spam,” “chain letters,” or “pyramid schemes” or other such solicitations. You shall not “stalk” or otherwise harass any other Member, and you will not transmit any content or data to another Member which you believe or should appreciate that the recipient Member is likely to find offensive or upsetting for any reason.
4.5 You are not to use the Members Area or your Profile Page (i) as storage for remote loading for another database, whether internal or external to the Website; (ii) to link to any database that violates our Content Policy, (iii) to solicit for advertisers or sponsors; (iv) to conduct any form of gambling (including any type of betting, gaming, lottery or prize competition); or (v) to display a sponsorship banner of any kind, including those that are generated by banner or link exchange services.
4.6 You may not collect or store personal data about other Members except as specifically consented to by them. You will not upload, post or otherwise transmit any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or which allows your profile or any part of the Website to function in any manner not incorporated by us in its original design and/or in a manner damaging to the name or reputation of the Company (such as phishing or mouse trapping).
4.7 You acknowledge and agree that if you receive any content or data from any other Member then we do not impose any contractual obligation on that Member with regard to the truth, accuracy or integrity of that content and we will not ordinarily monitor the transmission of such data to you and accordingly we accept not responsibility with regard to the truth, accuracy or integrity of that content and you use any such data at your own risk.
5.2 For the purpose of the EC Data Protection Directive (95/46/EC) (“the Directive”), the data controller is [Bite the Sun Ltd, The Atrium, Curtis Road, Dorking, Surrey, RH4 1XA, United Kingdom]. We may collect and process personal data about you that you provide to us, including information provided when you first access the Members Area and set up your Profile Page and thereafter from time to time, or information provided on the Website. We may also ask you for information when you correspond with us regarding the Website.
Where we store your personal data
5.5 We employ security measures to protect your information from access by unauthorised persons and against unlawful processing, accidental loss, destruction and damage. Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our site; any transmission is at your own risk. Once we have received your information, we will use strict procedures and security features to try to prevent unauthorised access.
Uses made of the information
5.6 We may use and analyse the information we collect, in accordance with the provisions of the Directive, so that we can administer, support, manage, improve and develop our business. We use information held about you in the following ways:
5.6.1 to ensure that the Website's content is presented in the most effective manner for you and for your computer;
5.6.2 to carry out our obligations arising from any contracts entered into between you and us;
5.6.3 to allow you to participate in interactive features of our service, when you choose to do so; and
5.6.4 to notify you about changes to our service.
5.7 We will contact you by electronic means only if you have consented to this
Disclosure of your information
5.8 We may disclose your personal information to any member of our group, which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the Companies Act 2006.
5.9 We may disclose your personal information to third parties.
5.9.1 In the event that we sell or buy any business or assets, in which case we may disclose your personal data to the prospective seller or buyer of such business or assets.
5.9.2 If our company or substantially all of its assets are acquired by a third party, in which case personal data held by it about its Members will be one of the transferred assets.
5.9.3 If we are under a duty to disclose or share your personal data in order to comply with any legal obligation, or in order to enforce or apply these terms and conditions; or to protect the rights, property, or safety of our company, our Members, or others. This includes exchanging information with other companies and organisations for the purposes of fraud protection and credit risk reduction.
5.10 We may preserve the content on our Website or disclose it in each case if required to do so by law (whether statutory or by order of a Court of competent jurisdiction or other body of legally binding authority) or in the good faith belief that such disclosure is reasonably necessary to comply with legal process or to enforce these terms and conditions.
5.11 You hereby authorise us to disclose information pursuant to judicial and administrative proceedings, and in connection with law enforcement activities and as otherwise may be permitted by law to law enforcement or government agencies, if we believe the disclosure is necessary or appropriate. You also authorise us to disclose information if we believe the disclosure is necessary or appropriate in the event of an investigation of improper or illegal conduct in connection with the Website in general, such as fraud, misrepresentation, intellectual property infringement, or other activity that may put us at any risk including risk of any civil or criminal liability or damage to our name or reputation.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 In these terms and conditions “Intellectual Property Rights” means all and/or any intellectual property rights of whatever nature and howsoever arising including without limitation all and/or any inventions, patents, trade marks, service marks, registered designs, topography rights and utility models, pending applications for any of those rights, trade and business names, domain names, unregistered trade marks and service marks, rights in designs, copyrights and rights in the nature of copyright, moral rights, know-how, all rights in computer software (including without limitation database rights) and all other similar or equivalent industrial, intellectual or commercial rights or property subsisting under the laws of each and every jurisdiction throughout the world whether registered or not, and whether vested, contingent or future and all reversions, renewals and extensions of any of the foregoing, and all rights under licences, consents, orders, statutes or otherwise in relation to any of the foregoing, and “Marks” means any and all forms of trade marks, trade names, designs, logos or trade dress.
Our Intellectual Property Rights
6.2 Nothing shall be construed as any assignment or transfer to you of any right, title or interest in or to any of our Intellectual Property Rights.
6.3 We may display any of our Marks on any part of the Website. You shall not make any use of any of our Marks without our express prior approval.
6.4 You may not purchase or register domain names, keywords, AdWords, search terms or other identifying terms that include the words “Bite the Sun” or any of our Marks, or any variations, misspellings or colourable imitations thereof, for use in any search engine, portal, sponsored advertising service or other search or referral service.
6.5 At no time shall you challenge or assist others to challenge any of our Marks or the registration thereof or attempt to register any trade marks, marks or trade names confusingly similar to any of our Marks.
Third party Intellectual Property Rights
6.6 You agree that any content found on or distributed through the Website (other than information you upload to your Profile Page) may be protected by Intellectual Property Rights held by us, our other Members, advertisers, partners or by other third parties, and you may not use or distribute any such content without the authorisation of the relevant rights owner. Your membership only gives you the right to view the content of the Members Area (including the content of other Members) and your Profile Page and, for the avoidance of doubt, nothing in these terms and conditions grant or imply the right for you to use that content in any other manner whatsoever (other than information you upload to your Profile Page).
6.7 You hereby agree to defend, indemnify and hold harmless the Company and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, from and against any and all claims, actions, demands, liabilities, obligations, losses, damages, judgments, settlements, costs, and expenses (including reasonable legal costs) (any or all of the foregoing being “Losses”) suffered or incurred by any of them insofar as such Losses (or actions in respect thereof) arise out of or are connected with any claim that any element of your conduct on the Website infringes the Intellectual Property Rights of any third party or any other third party claim related to any element of your of your conduct on the Website.
7. LEGAL COMPLIANCE
7.1 You will use the Website and will operate the Website at all times in accordance with all applicable laws. If at any time we discover that you are using Website for any reason other than in accordance with these terms and conditions, we reserve the right to terminate your relationship with us and your participation in the Website immediately.
7.2 The Members Area is directed and made available only to Members who are over 18 years old. In line with this policy, you acknowledge and agree that you will only communicate with Members who (to the best of your knowledge) are 18 years old or older. If it comes to your attention that a Member is under age 18, you must not communicate with such person. You should report any suspicious communications to us; however, we are not responsible for any communication or activity between you and any third party or Member.
8. CHANGES TO THESE TERMS AND CONDITIONS
8.1 In addition to the provisions of these terms and conditions, specific pages on the Website may set out additional terms and conditions, all of which are hereby incorporated by reference into these terms and conditions. When we make changes in this manner, we will revise the “last updated” date at the top of the Website pages. Any changes will be effective immediately upon posting on the Website. Terms and conditions may be changed or updated at any time upon notice to you. You agree to accept delivery of any such notice, or any other notice regarding your account or the Website, via the email account address you have most recently registered with us. It is your responsibility to review any such change notices or check the Website from time to time to be sure you understand the terms and conditions and are in compliance with them. In the case of inconsistencies between these terms and conditions and any information provided on the Website or in online or off-line materials, these terms and conditions will prevail.
8.2 By using the Website, you accept these terms and conditions and any subsequent modifications. Your participation in the Website is conditional on and subject to your compliance with these terms and conditions. If at any time you do not agree with these terms and conditions, do not proceed to access the Website.
9.1 You may immediately terminate your membership, cancel your user name and password, and/or otherwise cease your use of the Website at any time. We may immediately terminate your membership, cancel your user name and password, and/or otherwise cease your use of the Members Area and Profile Page at any time for any reason or no reason and, if we do so, we may remove and discard any of your content.
9.2 We may also in our sole discretion and at any time discontinue providing the Website, or any part thereof, with or without notice.
9.3 We shall have no obligation to preserve or return to you any images, files or other content related to your account on termination, cancellation or discontinuation.
9.4 If we terminate your membership other than due to your material breach of these terms and conditions or if you wish to cancel your membership in circumstances where you can reasonably demonstrate to the Company that you are no longer able to enjoy any of the benefits of your membership due to factors that are outside of your control then we will refund to you a pro rata portion of your annual access fee based upon the amount of time that has passed since you last paid your annual access fee. For members paying monthly, no refund is due as your membership will be cancelled at the end of the calendar month following notification to cancel. Other than as set forth in this clause 9.4 we shall not be liable to you or any third party for any termination of your membership.
9.5 The provisions of any of these terms and conditions which are expressed to, or by their nature are intended to, survive termination shall survive any termination etc under this Section 9.
10.1 To the fullest extent permissible pursuant to applicable law, we expressly disclaim all warranties of any kind whether express or implied, including but not limited to any warranties of title, merchantability, fitness for a particular purpose and non-infringement. We make no warranty that the quality of any products or services provided to you through the Website will meet your expectations, or that defects, if any, will be corrected.
10.2 We make no representation that the operation of the Website will be uninterrupted, secure or error free, and we will not be liable for the consequences of any interruptions or errors. The Website is provided on an “as is” and “as available” basis.
10.3 We shall have no responsibility for any damages suffered by you in connection with the Website including but not limited to loss of data, non-deliveries or mis-deliveries of content or email, errors, system downtime, network or system outages, file corruption, service interruptions caused by our negligence or the negligence of any other user of the Website, or problems arising as a result of data or software distributed by, downloaded or accessed from or through the Website.
10.4 We do not control the content posted or distributed by Members on or through the Website and so we assume no responsibility for and make no warranty or representation as to the accuracy, currency, completeness, reliability or usefulness of any content distributed or made available by any Members through the Website.
10.5 None of the content that is available on the Website, including any information which we may provide directly to you on your Members Page or Profile Page, is medical advice, and none of the information provided is advice about disease, advice about illness, advice about therapy or diagnosis of any disease or illness.
11. LIMITATION OF LIABILITY
11.1 Any limitation of liability set out in these terms and conditions shall not apply so as to restrict either party’s liability for death or personal injury resulting from that party’s negligence or any liability arising from fraudulent misrepresentation.
11.2 Without prejudice to clauses 11.3 and 11.4, our aggregate liability for any direct losses which you may suffer or incur whether in contract, warranty, tort (including negligence), product liability, strict liability or on any other account whatsoever shall be limited to an amount equal to the most recent access fee which was paid by you prior to the date upon which the incident, event, act, omission or default which resulted in such loss occurred.
11.3 Under no circumstances shall we or any of our officers, employees, directors or agents, be liable for any indirect, incidental, special, consequential or exemplary losses or damages of any nature whatsoever.
11.4 Under no circumstances shall we or any of our officers, employees, directors or agents, be liable for any direct losses including loss of use, profits, goodwill, or data (even if we have been advised of the possibility of such losses) whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with: (a) your use or inability to use the Website (including your use or inability to use any of the content on the Website); (b) your reliance on any information or other content obtained from the Website (c) unauthorised access to or alteration of any part of the Website, data or transmissions; or (d) statements or conduct of any third party on or relating to the Website.
12. GOVERNING LAW AND ARBITRATION
12.1 These terms and conditions and any disputes or claims arising out of or in connection with their subject matter or formation (including non-contractual disputes or claims) are governed by and are to be construed in accordance with the laws of England and Wales.
12.2 Subject to clause 12.3 below, any dispute, controversy or difference that may arise out of or in connection with these terms and conditions or the breach thereof or otherwise shall be resolved by arbitration in London under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The arbitration shall be conducted in English.
12.3 Clause 12.2 above shall be without prejudice to the rights of either party to apply to English Courts for equitable relief (including injunction) or other urgent order and the parties hereby irrevocably submit to the jurisdiction of the English Courts for that purpose.
13.1 You and the Company are independent contractors, and nothing in these terms and conditions will create any partnership, joint venture, agency, franchise, representative, or employment relationship between you and the Company.
13.2 Neither party shall be liable to the other for any delay or non-performance of its obligations under these terms and conditions arising from any cause or causes beyond its reasonable control.
13.3 No remedy conferred by any provision of these terms and conditions is intended to be exclusive of any other remedy except as expressly provided for in these terms and conditions and each and every remedy shall be cumulative and shall be in addition to every other remedy given thereunder or existing at law or in equity by statute or otherwise.
13.4 Apart from a member of our group (which means our subsidiaries, our ultimate holding company and its subsidiaries, as defined in section 1159 of the UK Companies Act 2006), no provision of these and conditions shall be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by anyone other than you or the Company.
13.5 No rule of construction shall apply in the interpretation of these terms and conditions to the disadvantage of one party on the basis that such party put forward or drafted these terms and conditions or any provision of these terms and conditions.
13.6 If any term, clause or provision of these terms and conditions shall be deemed invalid or unenforceable for any reason, the remainder of these terms and conditions shall remain valid and enforceable in accordance with its terms. Our failure to enforce your strict performance of any provision of these terms and conditions will not constitute a waiver of our right to subsequently enforce such a provision or any other provision of these terms and conditions.
13.7 Except as otherwise specifically provided herein, these terms and conditions constitute the entire agreement between you and us relating to this subject matter, and all prior negotiations and understandings, whether oral or written, are superseded.
Company Registration Name: Bite the Sun Ltd
Company Registration Number: 07908834
Registered Office Address: 10 Milton Court, Ravenshead, Notts, NG15 9BD, UK
Place of Registration: London, UK
Contact Tel No: +44 (0) 1306 646 860