American Youth Soccer Organization National Website Copyright © 2000 – 2018 All Rights Reserved. 19750 S. Vermont Ave., Suite 200, Torrance, CA 90502 USA
The AYSO National Website (AYSONW) is an online information and communications service provided by the American Youth Soccer Organization (AYSO), subject to your compliance with the terms and conditions set forth below.
Please read this document carefully before accessing or using the AYSONW. By accessing or using the AYSONW, you agree to be bound by the terms and conditions set forth below. If you do not wish to be bound by these terms and conditions, you may not access or use the AYSONW. AYSO may modify this agreement at any time, and such modifications shall be effective immediately upon posting of the modified agreement. You agree to review the agreement periodically to be aware of such modifications and your continued access or use of the AYSONW shall be deemed your conclusive agreement of the modified agreement.
Copyright & Trademark Information
The entire contents of the AYSONW are copyrighted under the United States copyright laws and international treaty provisions, including without limitation the Berne Convention. The owner of the copyright is AYSO. You may print and download portions of material, including programs, from the different areas of the AYSONW solely for your own non-commercial use (which also exludes any use by any governmental, charitable, educational, or other institutional use that is not strictly of non-commercial use).
You may make: (a) one machine readable copy, (b) one backup copy, (c) one print copy of any portions of material downloaded from the different areas of the AYSONW solely for your own non-commercial use. Any other copying, redistribution, retransmission, repurposing, alteration or publication of any downloaded material, is strictly prohibited without the express written consent of AYSO.
Use of the AYSO National Website
You understand that, except for information and services clearly identified as being supplied by AYSO, AYSO does not operate, control or endorse any information, products or services on the internet in any way.
Except for AYSO identified information and services, all information, products and services offered through the AYSONW or on the internet generally are offered by third parties that are not affiliated with AYSO. Additionally, affiliates of AYSO are autonomous and any information, services or products they may offer on their own internet sites may or may not be endorsed by AYSO National.
External links offered on the AYSONW are strictly for the informational purposes and the enjoyment of viewers, no endorsement is implied or inferred.
AYSO makes no representations whatsoever about any other web site which you may access through the AYSONW. You understand further that the internet contains unedited materials some of which are sexually explicit or may be offensive to you. You access such materials at your own risk. AYSO has no control over and accepts no responsibility whatsoever for such materials.
THIS INFORMATION IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
IN NO EVENT SHALL AYSO OR ANY OF ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMTED TO, LOST DATA OR PROFITS), OR ANY OTHER DAMAGES WHATSOEVER WHETHER OR NOT ADVISED OF THE POSSIBILITY OF DAMAGE, UNDER ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS INFORMATION.
THIS INFORMATION COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES MAY BE PERIODICALLY ADDED TO THE INFORMATION HEREIN.
The Coaching Manual Terms: Introduction
Information About Us
ayso.thecoachingmanual.com is a site operated by The Coaching Manual Limited (We, Our or Us). We are registered in England and Wales under company number 07567271 and have our registered office at WeWork, 1 St. Peter's Square, Manchester, England, M2 3AE. We are a private company limited by shares.
Accessing Our Site
Access to our site is permitted on a temporary basis, and we reserve the right to withdraw or amend the service we provide on our site without notice (see below). We will not be liable if for any reason our site is unavailable at any time or for any period.
From time to time, we may restrict access to some parts of our site, or our entire site, to users who have registered with us.
When using our site, you must comply with the provisions of our acceptable use policy.
You are responsible for making all arrangements necessary for you to have access to our site. You are also responsible for ensuring that all persons who access our site through your internet connection are aware of these terms, and that they comply with them.
Intellectual Property Rights
We are the owner or the licensee of all intellectual property rights in our site, and in the material published on it. Those works are protected by copyright laws and treaties around the world. All such rights are reserved.
You may print off one copy, and may download extracts, of any page(s) from our site for your personal reference and you may draw the attention of others within your organisation to material posted on our site.
You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.
Our status (and that of any identified contributors) as the authors of material on our site must always be acknowledged.
You must not use any part of the materials on our site for commercial purposes without obtaining a licence to do so from us or our licensors.
Reliance on Information Posted
Commentary and other materials posted on our site are not intended to amount to advice on which reliance should be placed. We therefore disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents.
Our Site Changes Regularly
We aim to update our site regularly, and may change the content at any time. If the need arises, we may suspend access to our site, or close it indefinitely. Any of the material on our site may be out of date at any given time, and we are under no obligation to update such material.
The material displayed on our site is provided without any guarantees, conditions or warranties as to its accuracy. To the extent permitted by law, we, other members of our group of companies and third parties connected to us hereby expressly exclude:
- All conditions, warranties and other terms which might otherwise be implied by statute, common law or the law of equity.
- Any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including, without limitation any liability for:
- loss of income or revenue;
- loss of business;
- loss of profits or contracts;
- loss of anticipated savings;
- loss of data;
- loss of goodwill;
- personal injury
- wasted management or office time; and
for any other loss or damage of any kind, however arising and whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.
This does not affect our liability for death or personal injury arising from our negligence, nor our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, nor any other liability which cannot be excluded or limited under applicable law.
Information About You And Your Visits To Our Site
Transactions Concluded Through Our Site
Contracts for the supply of information formed through our site or as a result of visits made by you are governed by ourwebsite content licence.
Uploading Material To Our Site
Whenever you make use of a feature that allows you to upload material to our site, or to make contact with other users of our site, you must comply with the content standards set out in our acceptable use policy. You warrant that any such contribution does comply with those standards, and you indemnify us for any breach of that warranty.
Any material you upload to our site will be considered non-confidential and non-proprietary, and we have the right to use, copy, distribute and disclose to third parties any such material for any purpose. We also have the right to disclose your identity to any third party who is claiming that any material posted or uploaded by you to our site constitutes a violation of their intellectual property rights, or of their right to privacy.
We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of our site.
We have the right to remove any material or posting you make on our site if, in our opinion, such material does not comply with the content standards set out in our acceptable use policy.
Viruses, Hacking and Other Offences
You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack.
By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately.
We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it.
Linking To Our Site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
You must not establish a link from any website that is not owned by you.
Our site must not be framed on any other site, nor may you create a link to any part of our site other than the home page. We reserve the right to withdraw linking permission without notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy.
If you wish to make any use of material on our site other than that set out above, please contact us.
Links From Our Site
Where our site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them.
Jurisdiction and Applicable Law
The English courts will have exclusive jurisdiction over any claim arising from, or related to, a visit to our site although we retain the right to bring proceedings against you for breach of these conditions in your country of residence or any other relevant country.
If you have any concerns about material which appears on our site, please contact us.
Thank you for visiting our site.
Acceptable Use Policy
This acceptable use policy sets out the terms between you and us under which you may access our website ayso.thecoachingmanual.com (our site). This acceptable use policy applies to all users of, and visitors to, our site.
Your use of our site means that you accept, and agree to abide by, all the policies in this acceptable use policy, which supplement our terms of website use.
ayso.thecoachingmanual.com is a site operated by The Coaching Manual Limited (We, Our or Us). We are registered in England and Wales under company number 07567271 and we have our registered office at WeWork, 1 St. Peter's Square, Manchester, England, M2 3AE.
You may use our site only for lawful purposes. You may not use our site:
- In any way that breaches any applicable local, national or international law or regulation.
- In any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect.
- For the purpose of harming or attempting to harm minors in any way.
- To send, knowingly receive, upload, download, use or re-use any material which does not comply with our content standards.
- To transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam).
- To knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware.
You also agree:
- Not to reproduce, duplicate, copy or re-sell any part of our site in contravention of the provisions of our terms of website use.
- Not to access without authority, interfere with, damage or disrupt:
- any part of our site;
- any equipment or network on which our site is stored;
- any software used in the provision of our site; or
- any equipment or network or software owned or used by any third party.
We may from time to time provide interactive services on our site, including, without limitation chat rooms, or bulletin boards (interactive services).
Where we do provide any interactive service, we will provide clear information to you about the kind of service offered, if it is moderated and what form of moderation is used (including whether it is human or technical).
We will do our best to assess any possible risks for users (and in particular, for children) from third parties when they use any interactive service provided on our site, and we will decide in each case whether it is appropriate to use moderation of the relevant service (including what kind of moderation to use) in the light of those risks. However, we are under no obligation to oversee, monitor or moderate any interactive service we provide on our site, and we expressly exclude our liability for any loss or damage arising from the use of any interactive service by a user in contravention of our content standards, whether the service is moderated or not.
The use of any of our interactive services by a minor is subject to the consent of their parent or guardian. We advise parents who permit their children to use an interactive service that it is important that they communicate with their children about their safety online, as moderation is not foolproof. Minors who are using any interactive service should be made aware of the potential risks to them.
Where we do moderate an interactive service, we will normally provide you with a means of contacting the moderator, should a concern or difficulty arise.
These content standards apply to any and all material which you contribute to our site (contributions), and to any interactive services associated with it.
You must comply with the spirit of the following standards as well as the letter. The standards apply to each part of any contribution as well as to its whole.
- Be accurate (where they state facts).
- Be genuinely held (where they state opinions).
- Comply with applicable law in the UK and in any country from which they are posted.
Contributions must not:
- Contain any material which is defamatory of any person.
- Contain any material which is obscene, offensive, hateful or inflammatory.
- Promote sexually explicit material.
- Promote violence.
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
- Infringe any copyright, database right or trade mark of any other person.
- Be likely to deceive any person.
- Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
- Promote any illegal activity.
- Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
- Be likely to harass, upset, embarrass, alarm or annoy any other person.
- Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
- Give the impression that they emanate from us, if this is not the case.
- Advocate, promote or assist any unlawful act such as (by way of example only) copyright infringement or computer misuse.
Suspension and Termination
We will determine, in our discretion, whether there has been a breach of this acceptable use policy through your use of our site. When a breach of this policy has occurred, we may take such action as we deem appropriate.
Failure to comply with this acceptable use policy constitutes a material breach of the terms of website use upon which you are permitted to use our site, and may result in our taking all or any of the following actions:
- Immediate, temporary or permanent withdrawal of your right to use our site.
- Immediate, temporary or permanent removal of any posting or material uploaded by you to our site.
- Issue of a warning to you.
- Legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach.
- Further legal action against you.
- Disclosure of such information to law enforcement authorities as we reasonably feel is necessary.
We exclude liability for actions taken in response to breaches of this acceptable use policy. The responses described in this policy are not limited, and we may take any other action we reasonably deem appropriate.
Changes To This Acceptable Use Policy
We may revise this acceptable use policy at any time by amending this page. You are expected to check this page from time to time to take notice of any changes we make, as they are legally binding on you. Some of the provisions contained in this acceptable use policy may also be superseded by provisions or notices published elsewhere on our site.
Website Content License
This licence agreement granted pursuant to this Licence (Licence) is a legal agreement between you (you) and The Coaching Manual Limited (We, Our or Us) for the licence of the content available on our website thecoachingmanual.com (our site), which includes, the data supplied with it, the associated media (Content), printed materials and any online documentation (Documentation).
We are registered in England and Wales under company number 07567271 and we have our registered office at Albion Wharf, 19 Albion Street, Manchester, M1 5LN
This Licence (together with the documents referred to in them) set out the terms and conditions on which we licence the Content and Documentation to you on our site.
Please read this Licence carefully before registering with us and/or licensing the Content and Documentation from our site. You should understand that by registering for an account with us and licensing any of the Content and Documentation, you agree to be bound by this Licence.
You should print a copy of this Licence for future reference.
Please click on the button marked “I Accept” if you accept them. Please understand that if you refuse to accept the terms and conditions of this Licence, you will not be able to register with us and licence the Content and Documentation from our site.
By licensing the Content and Documentation through our site, you warrant that:
- You are legally capable of entering into binding contracts;
- You are at least 16 years old or have parental consent;
- You are resident in a country in which use of our site and/or the Content and Documentation will not be deemed unlawful or in breach of any law or regulation applicable to that country; and
- You are accessing our site from the country of your residence.
- Before you can licence the Content and Documentation you will be required to register your personal details with us and create a password.
- You are responsible for maintaining the confidentiality and secrecy of your password and you agree to indemnify us and keep us indemnified and held harmless in respect of any direct or indirect loss or liability (including without limitation any direct or indirect consequential losses, loss of profit and loss of reputation damages, claims, demands, proceedings, costs, expenses, penalties, legal and other professional fees and costs) which may be suffered or incurred by us and which arise directly or indirectly in connection with any unauthorised use of your password including, without limitation, a third party accessing the Content and Documentation.
Price and Payment
- The licence fee for the Content and Documentation will be as quoted on our site from time to time, except in cases of obvious error.
- If you wish to licence the Content and Documentation from us you will be required to pay to licence the Content and Documentation in advance, with your credit or debit card, using the secure payment methods provided on our site.
- The fee for a licence of the Content and Documentation includes VAT and all other costs (if any), which we will notify you about in writing and will be added to the total amount due, before you place your order.
- Fees are liable to change at any time, but changes will not affect any licence which we have already granted to you.
- If you are contracting as a consumer, you may cancel this Licence at any time within fourteen days, beginning on the day after you licensed the Content and Documentation. In this case, you will receive a refund of the licence fee for the Content and Documentation in accordance with condition 5.
- To cancel a Licence, you must do so through your account settings in your profile or by cancelling the payment with your card provider or by writing to us at firstname.lastname@example.org
- This provision does not affect your other statutory rights as a consumer.
Our Refunds Policy
- If you cancel this Licence within the thirty day cooling-off period in accordance with condition 4.1, or because have notified us in accordance with clause 19 that you do not agree to a change in this Licence, or in any of our policies, we will process the refund due to you as soon as possible and, in any case, within 30 days of the day you gave notice of cancellation. In this case, we will refund the licence fee paid by you for the Content and Documentation pro rata to the total amount of Documentation available on our site for downloading and printing against the amount Documentation you have downloaded and printed from our site prior to the date the refund is paid to you.
- We will usually refund any money received from you using the same method originally used by you to pay the licence fee.
Grant and Scope
- In consideration of payment by you of the licence fee and you agreeing to abide by this Licence, we grant you a non-exclusive, non-transferable licence to use the Content and the Documentation on the terms and conditions of this Licence.
- Access the Content for your private purposes only;
- Transfer the Content from one computer to another provided it is used on only one computer at any one time; and
- Use any Documentation in support of the use permitted under conditions 6.2.1 and 6.2.2; and
- Make copies of the Documentation as are reasonably necessary for your lawful use.
Except as expressly set out in this Licence or as permitted by any local law, you undertake:
- not to copy the Content except where such copying is incidental to normal use of the Content, or where it is necessary for the purpose of back-up or operational security;
- not to rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the Content or Documentation;
- not to make alterations to, or modifications of, the whole or any part of the Content, nor permit the Content or any part of it to be combined with, or become incorporated in, any other programs;
- not to disassemble, decompile, reverse engineer or create derivative works based on, the whole or any part of the Content nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Content with another Content program, and provided that the information obtained by you during such activities:
- is used only for the purpose of achieving inter-operability of the Content with another Content program; and
- is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- is not used to create any Content which is substantially similar to the Content;
- to keep all copies of the Content secure and to maintain accurate and up-to-date records of the number and locations of all copies of the Content;
- to include the copyright notice of us on all entire and partial copies you make of the Content on any medium; and
- not to provide or otherwise make available the Content in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person without our prior written consent.
You must permit us and our representatives, at all reasonable times and on reasonable advance notice, to inspect and have access to any premises at which the Content or the Documentation is being kept or used, to the computer equipment located there, and to any records kept pursuant to this Licence, for the purpose of ensuring that you are complying with this Licence.
- We may provide links on our site to the websites of other companies, whether affiliated with us or not. We cannot give any undertaking, that products you purchase from third party sellers through our site, or from companies to whose website we have provided a link on our site, will be of satisfactory quality, and any such warranties are DISCLAIMED by us absolutely. This DISCLAIMER does not affect your statutory rights against the third party seller. We will notify you when a third party is involved in a transaction, and we may disclose your customer information related to that transaction to the third party seller.
Intellectual Property Rights
- You acknowledge that all intellectual property rights in the Content and the Documentation anywhere in the world belong to us, that rights in the Content are licensed (not sold) to you, and that you have no rights in, or to, the Content or the Documentation other than the right to use them in accordance with this Licence.
- You acknowledge that the Content has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Content and the Documentation meet your requirements.
- You acknowledge that the Content may not be free of errors, and agree that the existence of minor errors shall not constitute a breach of this Licence.
- Nothing in this Licence shall limit or exclude our liability for death or personal injury resulting from negligence, or fraud, fraudulent misrepresentation, or under section 2(3) of the Consumer Protection Act 1987.
- Subject to condition 10.3, our liability for losses suffered by you arising out of or in connection with this Licence (including any liability for the acts or omissions of its employees, agents and subcontractors), whether arising in contract, tort (including negligence), misrepresentation or otherwise, shall exclude, even if such losses result from our deliberate personal repudiatory breach of this Licence:
- loss of income;
- loss of business profits or contracts;
- business interruption;
- loss of the use of money or anticipated savings;
- loss of information;
- loss of opportunity, goodwill or reputation;
- loss of, damage to or corruption of data;
- any indirect or consequential loss or damage of any kind howsoever arising and whether caused by tort (including negligence), breach of contract or otherwise; or
- any liability or responsibility we and/or our officers, directors, employees, shareholders or agents may have for any amount or kind of loss or damage that may result to a third party in any way or in connection with the use, inability to use or the results of using the Content or the Documentation,provided that this condition 8.4 shall not prevent claims for loss of or damage to your tangible property that are foreseeable or any other claims for direct financial loss that are not excluded by any of categories set out in conditions 10.4.1 to 10.4.9 inclusive.
- Subject to condition 10.3 and condition 10.4, our maximum aggregate liability under or in connection with this Licence, or any collateral contract, whether in contract, tort (including negligence) or otherwise, shall be limited to a sum equal to the licence fee for the Content and Documentation paid by you.
- Subject to condition 10.3, condition 10.4 and condition 10.5, our liability for infringement of third-party intellectual property rights shall be limited to breaches of rights subsisting in the UK.
- This Licence set out the full extent of our obligations and liabilities in respect of the licence to you of the Content and Documentation. In particular, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us except as specifically stated in this Licence. Any condition, warranty, representation or other term concerning the supply of the Content and Documentation which might otherwise be implied into, or incorporated in, this Licence, or any collateral contract, whether by statute, common law or otherwise, is hereby excluded to the fullest extent permitted by law.
- This Licence shall automatically renew on each calendar month (where the license subscription is monthly) or after each 12 calendar months (where the license subscription is annual) from the date upon which you pay the licence subscription fee referred to in condition 3.1.
- It is your responsibility to terminate this license. You can do this at any time by downgrading your account in your profile settings or by cancelling the payment with your card provider. We are not liable for any license fees paid as a result of you not cancelling your account in the ways described.
- Notwithstanding the provisions of condition 11.1, we may terminate this Licence immediately by written notice to you if:
- you commit a material or persistent breach of this Licence which you fail to remedy (if remediable) within 14 days after the service of written notice requiring you to do so; or
- a petition for a bankruptcy order to be made against you has been presented to the court; or
- you (where you are a company) becomes insolvent or unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), enters into liquidation, whether voluntary or compulsory (other than for reasons of bona fide amalgamation or reconstruction), passes a resolution for its winding-up, has a receiver or administrator manager, trustee, liquidator or similar officer appointed over the whole or any part of its assets, makes any composition or arrangement with its creditors or takes or suffers any similar action in consequence of its debt.
- Upon termination for any reason:
- all rights granted to you under this Licence shall cease;
- you must cease all activities authorised by this Licence;
- you must immediately pay to us any sums due to us under this Licence; and
- you must immediately delete or remove the Content from all computer equipment in your possession, and immediately destroy or return to the us (at our option) all copies of the Content then in your possession, custody or control and, in the case of destruction, certify to the Licensor that you have done so.
Applicable laws require that some of the information or communications we send to you should be in writing. When using our site, you accept that communication with us will be mainly electronic. We will contact you by e-mail or provide you with information by posting notices on our site. For contractual purposes, you agree to this electronic means of communication and you acknowledge that all contracts, notices, information and other communications that we provide to you electronically comply with any legal requirement that such communications be in writing. This condition does not affect your statutory rights.
All notices given by you to us must be given to us using this contact form. We may give notice to you at either the e-mail or postal address you provide to us when registering with us, or in any of the ways specified in condition 12 above. Notice will be deemed received and properly served immediately when posted on our site, 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.
Transfer of Rights and Obligations
- This Licence is binding on you and us and on our respective successors and assigns.
- You may not transfer, assign, charge or otherwise dispose of this Licence, or any of your rights or obligations arising under it, without our prior written consent.
- We may transfer, assign, charge, sub-contract or otherwise dispose of this Licence, or any of our rights or obligations arising under it, at any time during its term.
Events Outside Our Control
- We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Licence that is caused by events outside our reasonable control (Force Majeure Event).
- A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:
- 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 or preparation for war.
- fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.
- impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
- impossibility of the use of public or private telecommunications networks.
- the acts, decrees, legislation, regulations or restrictions of any government.
- Our performance under this Licence is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that period. We will use our reasonable endeavours to bring the Force Majeure Event to a close or to find a solution by which our obligations under these terms and conditions may be performed despite the Force Majeure Event.
- If we fail, at any time during the term of this licence, to insist upon strict performance of any of your obligations under any of this Licence, or if we fail to exercise any of the rights or remedies to which we are entitled under this Licence, this shall not constitute a waiver of such rights or remedies and shall not relieve you from compliance with such obligations.
- A waiver by us of any default shall not constitute a waiver of any subsequent default.
- No waiver by us of any of this Licence shall be effective unless it is expressly stated to be a waiver and is communicated to you in writing in accordance with condition 10 above.
If any of this Licence are determined by any competent authority to be invalid, unlawful or unenforceable to any extent, such term, condition or provision will to that extent be severed from the remaining terms, conditions and provisions which will continue to be valid to the fullest extent permitted by law.
- This Licence and any document expressly referred to in it represents the entire agreement between us in relation to the subject matter of this Licence and supersedes any prior agreement, understanding or arrangement between us, whether oral or in writing.
- We each acknowledge that, in entering into a licence for the Content and the Documentation with us, neither you or us have relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations between us prior to such licence except as expressly stated in this Licence.
- Neither of us shall have any remedy in respect of any untrue statement made by the other, whether orally or in writing, prior to the date of the licence granted in this Licence (unless such untrue statement was made fraudulently) and the other party’s only remedy shall be for breach of contract as provided in this Licence.
Right To Vary This Licence
You will be subject to the policies and terms and conditions in force at the time that you licence the Content and the Documentation from us, unless any change to those policies or this Licence is required to be made by law or governmental authority (in which case it will apply to the licence previously granted to you), or if we notify you of the change to those policies or this Licence before we send you the Content and Documentation (in which case we have the right to assume that you have accepted the change to this Licence, unless you notify us to the contrary prior to receipt by you of the Content and Documentation).
Law and Jurisdiction
Any dispute or claim arising out of or in connection with this Licence (including non-contractual disputes or claims) will be governed by English law and subject to the exclusive jurisdiction of the courts of England and Wales.