TERMS OF USE

 

PLEASE READ THE FOLLOWING CAREFULLY BEFORE ACCEPTING THESE TERMS AND ACCESSING, USING AND/OR REGISTERING FOR THE PROMETHEAN PARTICLES, LTD. WEBSITE OR SERVICES.

By creating an Account in PrometheanParticles.co.uk as an Authorized User and/or by accessing and using the Promethean Particles, Ltd. Website (“Site”), PrometheanParticles.co.uk (the “Site”), you accept these Terms of Service (the “Terms”), and you acknowledge that you, on your own behalf as an individual and on behalf of your employer or another legal entity (collectively, “you” or “your”), have read and understood and agree to comply with these Terms, and are entering into a binding legal agreement with Promethean Particles, Ltd. and/or, where applicable, one of its group companies or affiliates (“Promethean Particles, Ltd.”, “us”, “we” or “our”). If you are creating an Account, you are entering into these Terms on behalf of your team, company, organization or any other entity that you either represent or belong to (the “Organization”), and you represent and warrant that you have or you were granted full authority to bind your Organization to these Terms. If you do not agree to comply with and be bound by these Terms or do not have authority to bind your Organization, please do not accept these Terms or access or use the Site. To the extent allowed under applicable law, you hereby waive any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records. If you have executed a written contract, service order or other agreement with Promethean Particles, Ltd. governing your access to and use of the Site, then the terms of such agreement will govern and will supersede these Terms; except for the terms herein that refer to your access to, use of and/or registration for the Site, all which shall remain in effect. All capitalised terms used herein shall have the meanings given for such terms herein.

1. Description of the Site.

1.1. Site. The Site PrometheanParticles.co.uk is intended to provide you with information about Promethean Particles, Ltd. and its products, to enable you to purchase available products and download the Applications, if any.

2. Ability to Accept Terms. If you, as an Authorized User, access and use the Site, you represent and warrant that you are at least 18 years old. The Site is only intended for individuals aged eighteen (18) years or older. If you are under 18 years old please do not visit, access or use the Site.

3. Site Access. We hereby grant you permission to visit and use the Site for your information and personal use only (and, where applicable, the internal business purposes of your Organization), subject to these Terms and your compliance with applicable law.

4. Restrictions. Except as expressly permitted in these Terms, you may not, and shall not allow any third-party to: (i) give, sell, rent, lease, timeshare, sublicense, disclose, publish, assign, market, sell, display, transmit, broadcast, transfer or distribute any portion of the Site or Applications to any third-party; (ii) circumvent, disable or otherwise interfere with security-related features of the Site or Applications or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Site or Applications; (iii) reverse engineer, decompile or disassemble, decrypt or, attempt to derive the source code of, the Site or Applications or any components thereof, or create any derivative works of the Site or Applications, or any part thereof; (iv) present or share the data or information received through the Site without Promethean Particles, Ltd. prior consent, and in the event consent was given, present or share such data or information without attribution to Promethean Particles, Ltd. pursuant to Promethean Particles, Ltd. branding guidelines; (v) use any robot, spider, scraper, or other automated means to access or monitor the Site or Applications for any purpose, or to copy, access, collect, download, or otherwise obtain data, content or other information from the Site or Applications; (vi) take any action that imposes or which Promethean Particles, Ltd. determines, in its sole discretion, may impose an unreasonable or disproportionately large load on the Promethean Particles, Ltd. infrastructure or infrastructure which supports the Site or Applications; (vii) interfere or attempt to interfere with the integrity or proper working of the Site or Applications, or any related activities; (viii) remove, deface, obscure, or alter Promethean Particles, Ltd. or any third-party’s identification, attribution or copyright notices, trademarks, or other proprietary rights affixed to or provided as part of the Site or Applications, or use or display logos of the Site or Applications without Promethean Particles, Ltd. prior written approval; (ix) use Promethean Particles, Ltd. marks without our prior written consent; (x) use the Site or Applications to develop, offer, operate, support or enable a competing service or product; and/or (xi) use the Site or Applications in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose (including without limitation third-party defamation), or in breach of these Terms, any terms and conditions of any third-party product or service you use, or any agreement you have entered into with any third-party.

5. Intellectual Property Rights.

5.1. Site and Applications. The Site and the Applications, including all Content contained or displayed on the Site (excluding User Submissions) and Applications, are the property of Promethean Particles, Ltd. and may be protected by applicable copyright or other intellectual property laws and treaties. Title and full, exclusive ownership rights in the Site and Applications (and all parts of either, including the Content), and all reproductions, corrections, modifications, enhancements and improvements, and all related patent rights, copyrights, trade secrets, trademarks, service marks, related goodwill, including data related to your usage of the Site and Applications, and Promethean Particles, Ltd. intellectual property, and any rights therein not explicitly granted to you hereunder, are reserved to and shall remain solely and exclusively proprietary to Promethean Particles, Ltd. (or its third-party providers). Promethean Particles, Ltd., the Promethean Particles logo, and other marks are marks of Promethean Particles, Ltd. or its affiliates. All other trademarks and logos used on the Site and Applications are the trademarks or logos of their respective owners. We reserve all rights not expressly granted in and to the Applications, Site and the Content.

5.2. Feedback. It is anticipated that you, as an Authorized User or a Site visitor, may provide suggestions, comments or other feedback to the Promethean Particles, Ltd. Site (“Feedback”). Feedback shall be deemed the sole property of Promethean Particles, Ltd. Without derogating from the above, Promethean Particles, Ltd. will be free to adopt such Feedback for any of its products or Platforms, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise. You and your Organization hereby waive any right to the Feedback, including but limited to, moral rights and any right for royalties or any other consideration. Without derogating from the above, you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any information and/or content that you post, disclose, publish or otherwise make available in the course of Promethean Particles, Ltd. customer forums/blogs, community forums/blogs or any other similar event or venue, including without limitation for publishing and redistributing part or all of such information and/or content (and derivative works thereof) in any media formats and through any media channels, and you hereby waive any moral rights in such information and/or content, to the extent permitted by law.

6. Privacy and Security.

6.1 You acknowledge and agree that we will use any personal information that we may collect or obtain in connection with the Site and in accordance with our Privacy Policy.

6.2 If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.

6.3 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

7. Suspension. If we believe, in our sole discretion, that you are using the Site in a manner that may cause harm to us or any third-party, or which is in breach of these Terms, then we may, without derogating from our right to suspend or terminate your User Account or your access to and use of the Site, or parts thereof as specified in these Terms.

PLEASE NOTE, clauses 8 and 9 below apply to you to the extent that you are using the Site on behalf of an organization you represent and these clauses will apply to that organization and govern its relationship with Promethean Particles, LTD.

8. Warranty Disclaimer.

8.1. The Site and Applications are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. You assume all responsibility for accessing and using the Site and Applications and for the selection of the Site to achieve your intended results. PROMETHEAN PARTICLES, LTD. HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8.2. PROMETHEAN PARTICLES, LTD. DOES NOT WARRANT THAT THE Site and Applications OR ACCESS TO AND USE OF THE Site and Applications WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE IS FREE FROM VIRUSES OR OTHER HARMFUL CODE.

8.3. PROMETHEAN PARTICLES, LTD. OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE PLATFORM OR APPLICATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE PLATFORM OR APPLICATIONS, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS.

8.4. YOU AGREE THAT WE WILL NOT BE HELD RESPONSIBLE FOR ANY CONSEQUENCES THAT MAY RESULT FROM TECHNICAL PROBLEMS INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH THE INTERNET (SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION OR OVERLOAD OF OUR OR OTHER SERVERS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS.

8.5. Applicable law may not allow the exclusion of certain warranties, so to that extent such exclusions may not apply.

9. Limitation of Liability.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS AND TO THE FULLEST EXTENT PERMISSIBLE BY LAW:

9.1. IN NO EVENT WILL PROMETHEAN PARTICLES, LTD., ITS AFFILIATES AND THIRD-PARTY PROVIDERS, BE LIABLE UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS FOR: (A) ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; (B) ANY LOSS OF PROFITS, BUSINESS, OR ANTICIPATED SAVINGS; (C) ANY LOSS OF, OR DAMAGE TO DATA, REPUTATION, REVENUE OR GOODWILL; AND/OR (D) THE COST OF PROCURING ANY SUBSTITUTE GOODS OR PLATFORMS.

9.2. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF PROMETHEAN PARTICLES, LTD., ITS AFFILIATES OR ITS THIRD-PARTY PROVIDERS, UNDER, OR OTHERWISE IN CONNECTION WITH, THESE TERMS (INCLUDING THE SITE AND APPLICATIONS), EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY YOU (IF ANY) IN THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY.

9.3. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION ‎9 SHALL APPLY: (A) EVEN IF PROMETHEAN PARTICLES, LTD., ITS AFFILIATES OR THIRD-PARTY PROVIDERS, HAVE BEEN ADVISED, OR SHOULD HAVE BEEN AWARE, OF THE POSSIBILITY OF LOSSES OR DAMAGES; (B) EVEN IF ANY REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE; AND (C) REGARDLESS OF THE THEORY OR BASIS OF LIABILITY (SUCH AS, BUT NOT LIMITED TO, BREACH OF CONTRACT OR TORT).

9.4. NO ACTION, REGARDLESS OF FORM, MAY BE BROUGHT BY YOU AFTER THE EARLIER OF (A) 12 MONTHS AFTER THE DATE ON WHICH YOU BECOME AWARE THAT A CAUSE OF ACTION HAS ARISEN, OR (B) THE PERIOD SET FORTH UNDER THE APPLICABLE STATUTE OF LIMITATIONS.

10. Indemnification. You shall defend, indemnify, and hold Promethean Particles, Ltd. harmless from and against any and all damages assessed against Promethean Particles, Ltd. (including reasonable attorneys’ fees) arising from a third-party claim based on any business conducted, decisions made, or other action or failure to act by you, your Organization or any of its affiliates, customers, partners or parties with whom you or your Organization does business whether or not based in whole or in part on the Site or Applications or any data accessed therefrom by you or your Organization; provided: (a) Promethean Particles, Ltd. notifies you promptly in writing of any such claim and gives you authority, information, and assistance in the defense of such claim; and (b) Promethean Particles, Ltd. does not make any admissions in response to any such claim without your consent.

11. Disclosure. Subject to our Privacy Policy, we reserve the right to access, read, preserve, and disclose any information that we obtain in connection with the Site or Applications as we reasonably believe necessary to: (i) satisfy any applicable law, regulation, legal process, subpoena or governmental request, (ii) enforce these Terms, including to investigate potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) maintain, support, enhance and improve the Services, (v) respond to your support requests, and/or (vi) protect the rights, property or safety of Promethean Particles, Ltd., its users and/or the public.

12. Third-Party Material.

12.1 Portions of the software upon which the Site is based may include third-party open-source software that is subject to third-party terms and conditions (“Third-Party Terms”). If there is a conflict between any Third-Party Terms and these Terms, then the Third-Party Terms shall prevail but solely in connection with the related third-party open-source software. Notwithstanding anything to the contrary, Promethean Particles, Ltd. makes no warranty or indemnity hereunder with respect to any third-party open-source software.

12.2 Where the Site contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them.

13. Assignment. These Terms, and any rights granted hereunder, may not be transferred or assigned by you but may be assigned by Promethean Particles, Ltd. without restriction.

14. Customer Reference. You acknowledge and accept that Promethean Particles, Ltd. has the right to use your name and logo and the name and logo of your Organization to identify you as a customer of Promethean Particles, Ltd. or user of the Site, marketing materials or otherwise by announcements on social media or otherwise.

15. Modifications. We reserve the right, at our discretion, to change the Site or these Terms at any time. Changes to the Terms will be effective ten (10) days following posting the revised Terms on the Site, and your continued use of the Site thereafter means that you accept any changes.

16. Governing Law and Disputes. These Terms and any disputes between you and Promethean Particles, Ltd. shall be governed by the laws of the United Kingdom, without reference to its conflict of laws rules.

17. General. We reserve the right to discontinue or modify any aspect of the Site or Applications at any time. Section headings in these Terms are provided for convenience only and have no substantive effect on construction. Nothing herein shall be construed to create any employment relationship, partnership, joint venture or agency relationship or to authorize any party to enter into any commitment or agreement binding on the other party. If any provision of these Terms is held to be unenforceable, these Terms shall be construed without such provision. The failure by a party to exercise any right hereunder shall not operate as a waiver of such party’s right to exercise such right or any other right in the future. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term. These Terms, and the Privacy Policy, represent the complete agreement concerning the Site between you and Promethean Particles, Ltd. and supersede all prior agreements and representations related to the subject matter hereof.

18. If you have any questions or comments regarding our Terms of Service, please feel free to contact us at +44 (0)115 967 8119 or by email at [email protected].

Last updated: February 5, 2021