Terms & Conditions – UK

1. INTRODUCTION

Thank you for choosing ProWire Sports Ltd. (“ProWire”, “we”, “us”, “our”). By signing up or otherwise using the ProWire service, websites, and software applications (together, the “ProWire Service” or “Service”), or accessing any content or material that is made available by ProWire through the Service (the “Content”) you are entering into a binding contract with ProWire.

Your agreement with us includes these Terms and Conditions (the “Terms”) and our Privacy Policy (the Terms, Privacy Policy, and any additional terms that you agree to, as discussed in the Entire Agreement section, are referred to together as the “Agreements”.) If you wish to review the terms of the Agreements, the current version of the Agreements can be found on ProWire’s website. You acknowledge that you have read and understood the Agreements, accept these Agreements, and agree to be bound by them. If you do not agree with (or cannot comply with) the Agreements, then you may not use the ProWire Service or consume any Content.

Please read the Agreements carefully. They cover important information about ProWire Services provided to you and any charges, taxes, and fees we bill you. The Agreements include information about future changes to the Agreements, automatic renewals, limitations of liability, privacy information and a class action waiver.

In order to use the ProWire Service and access the Content, you need to (1) be 18 or older, (2) have the power to enter a binding contract with us and not be barred from doing so under any applicable laws, and (3) be a resident of the United Kingdom. You also represent that any registration information that you submit to ProWire is true, accurate, and complete, and you agree to update such registration information from time to time to the extent any such information becomes incorrect.

2. CHANGES TO THE AGREEMENTS

From time to time we may, in our sole discretion, make changes to the Agreements. When we make material changes to the Agreements, we’ll provide you with prominent notice (e.g., by displaying a prominent notice within the Service or by sending you an email). In some cases, we may notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of such changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Agreements, you may terminate the Agreements by contacting us through our website.

3. USER RIGHTS

The ProWire Service and the Content are the property of ProWire or ProWire’s licensors. We grant you a limited, non-exclusive, revocable licence to make use of the ProWire Service, and a limited, non-exclusive, revocable licence to make personal, non-commercial, entertainment use of the Content (the “Licence”). This Licence shall remain in effect until and unless terminated by you or ProWire. You promise and agree that you are using the Content for your own personal, non-commercial, entertainment use and that you will not redistribute or transfer the ProWire Service or the Content.

The ProWire software applications and the Content are licensed, not sold, to you, and ProWire and its licensors retain ownership of all copies of the ProWire software applications and Content even after installation on your personal computers, mobile handsets, tablets, and/or other relevant devices (“Devices”).

All ProWire trademarks, service marks, trade names, logos, domain names, and any other features of the ProWire brand (“ProWire Brand Features”) are the sole property of ProWire or its licensors. The Agreements do not grant you any rights to use any ProWire Brand Features whether for commercial or non-commercial use.

You agree to abide by our User guidelines and not to use the ProWire Service, the Content, or any part thereof in any manner not expressly permitted by the Agreements. Except for the rights expressly granted to you in the Agreements, ProWire grants no right, title, or interest to you in the ProWire Service or Consent.

4. THIRD-PARTY APPLICATIONS

The ProWire Service is integrated with third party applications, websites, and services (“Third Party Applications”) to make available content, products, and/or services to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that ProWire does not endorse and is not responsible or liable for the behavior, features, or content of any Third Party Application or for any transaction you may enter into with the provider of any such Third Party Applications.

5. PROWIRE RIGHTS

In consideration for the rights granted to you under the Agreements, you grant us the right (1) to allow the ProWire Service to use the processor, bandwidth, and storage hardware on your Device in order to facilitate the operation of the Service, (2) to provide advertising and other information to you, and (3) to allow our business partners to do the same. In any part of the ProWire Service, the Content you view, including its selection and placement, may be influenced by commercial considerations, including agreements with third parties. Some Content licensed or provided to ProWire may contain advertising as part of the Content. In such cases, ProWire will make such Content available to you unmodified.

If you provide feedback, ideas or suggestions to ProWire in connection with the ProWire Service or Content (“Feedback”), you acknowledge that the Feedback is not confidential and you authorise ProWire to use that Feedback without restriction and without payment to you.

6. PROHIBITED USES & USER GUIDELINES

The following is not permitted for any reason whatsoever:

  • copying, redistributing, reproducing, “ripping”, recording, transferring, performing or displaying to the public, broadcasting, or making available to the public any part of the ProWire Service or the Content, or otherwise making any use of the ProWire Service or the Content which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the intellectual property rights (such as copyright) in the ProWire Service or the Content or any part of it;
  • using the ProWire Service to import or copy any local files you do not have the legal right to import or copy in this way;
  • transferring copies of cached Content from an authorised Device to any other Device via any means;
  • reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the ProWire Service, Content or any part thereof unless permitted by applicable law;
  • circumventing any technology used by ProWire, its licensors, or any third party to protect the Content or the Service;
  • selling, renting, sublicensing or leasing of any part of the ProWire Service or the Content;
  • circumventing any territorial restrictions applied by ProWire or it licensors;
  • removing or altering any copyright, trademark, or other intellectual property notices contained on or provided through the ProWire Service (including for the purpose of disguising or changing any indications of the ownership or source of any Content);
  • providing your password to any other person or using any other person’s username and password; or
  • “crawling” the ProWire Service or otherwise using any automated means (including bots, scrapers, and spiders) to collect information from ProWire.

Please do not engage in any activity or register and/or use a username, which is or includes material that:

  • is offensive, abusive, defamatory, pornographic, threatening, or obscene;
  • is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of ProWire or a third party;
  • includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
  • includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the Service;
  • is intended to or does harass or bully other users;
  • impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
  • uses automated means to artificially promote content;
  • involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar;
  • involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by ProWire;
  • links to, references, or otherwise promotes commercial products or services, except as expressly authorized by ProWire;
  • interferes with or in any way disrupts the ProWire Service, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the Service or ProWire’s computer systems, network, usage rules, or any of ProWire’s security components, authentication measures or any other protection measures applicable to the Service, the Content or any part thereof; or
  • conflicts with the Agreements, as determined by ProWire.

You agree that ProWire may also reclaim your username for any reason.

Your password protects your user account, and you are solely responsible for keeping your password confidential and secure. You understand that you are responsible for all use of your username and password on the Service. If your username or password is lost or stolen, or if you believe there has been unauthorized access to your account by third parties, please notify us immediately and change your password as soon as possible.

7. SERVICE LIMITATIONS AND MODIFICATIONS

ProWire will make reasonable efforts to keep the ProWire Service operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, ProWire reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the ProWire Service, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the ProWire Service or any function or feature thereof. This section will be enforced to the extent permissible by applicable law. ProWire and/or the owners of any Content may, from time to time, remove any such Content without notice to the extent permitted by applicable law.

8. CUSTOMER SUPPORT

For customer support with account-related and any other questions (“Customer Support Queries”), please contact us through our website. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame but we make no guarantees or warranties of any kind that any Customer Support Queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries.

9. TERM AND TERMINATION

The Agreements will continue to apply to you until terminated by either you or ProWire. ProWire may terminate the Agreements or suspend your access to the ProWire Service at any time, including in the event of your actual or suspected unauthorised use of the ProWire Service and/or Content, or non-compliance with the Agreements. If you or ProWire terminate the Agreements, or if ProWire suspends your access to the ProWire Service, you agree that ProWire shall have no liability or responsibility to you. To learn how to terminate your ProWire account, please contact us through our website. This section will be enforced to the extent permissible by applicable law. You may terminate the Agreements at any time.

Sections 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16 and 17 herein, as well as any other sections of the Agreements that, either explicitly or by their nature, must remain in effect even after termination of the Agreements, shall survive termination.

10. WARRANTY AND DISCLAIMER

WE ENDEAVOUR TO PROVIDE THE BEST SERVICE WE CAN, BUT YOU UNDERSTAND AND AGREE THAT THE PROWIRE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. YOU USE THE PROWIRE SERVICE AT YOUR OWN RISK. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, PROWIRE AND ALL OWNERS OF THE CONTENT MAKE NO REPRESENTATIONS AND DISCLAIM ANY WARRANTIES OR CONDITIONS OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER PROWIRE NOR ANY OWNER OF CONTENT WARRANTS THAT THE PROWIRE SERVICE IS FREE OF MALWARE OR OTHER HARMFUL COMPONENTS. IN ADDITION, PROWIRE MAKES NO REPRESENTATION NOR DOES IT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY THIRD PARTY APPLICATIONS (OR THE CONTENT THEREOF), OR ANY OTHER PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY ON OR THROUGH THE PROWIRE SERVICE OR ANY HYPERLINKED WEBSITE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING. YOU UNDERSTAND AND AGREE THAT PROWIRE IS NOT RESPONSIBLE OR LIABLE FOR ANY TRANSACTION BETWEEN YOU AND THIRD PARTY PROVIDERS OF THIRD PARTY APPLICATIONS OR PRODUCTS OR SERVICES ADVERTISED ON OR THROUGH THE PROWIRE SERVICE. AS WITH ANY PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE. NO ADVICE OR INFORMATION WHETHER ORAL OR IN WRITING OBTAINED BY YOU FROM PROWIRE SHALL CREATE ANY WARRANTY ON BEHALF OF PROWIRE IN THIS REGARD. AS WITH ANY LIVE-STREAMING APPLICATION, YOU UNDERSTAND THAT CERTAIN CONTENT MAY CONTAIN GRAPHIC OR HARMFUL LANGUAGE THAT MAY BE OFFENSIVE TO SOME USERS – USER DISCRETION IS ADVISED AND YOU AGREE TO HOLD PROWIRE HARMLESS IN RESPECT OF SUCH CONTENT. SOME ASPECTS OF THIS SECTION MAY NOT APPLY IN SOME JURISDICTIONS IF PROHIBITED BY APPLICABLE LAW.

THIS DOES NOT AFFECT YOUR STATUTORY RIGHTS AS A CONSUMER.

11. LIMITATION

YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE PROWIRE SERVICE IS TO UNINSTALL ANY PROWIRE SOFTWARE AND TO STOP USING THE PROWIRE SERVICE. WHILE PROWIRE ACCEPTS NO RESPONSIBILITY FOR THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, AND WHILE YOUR RELATIONSHIP WITH SUCH THIRD PARTY APPLICATIONS MAY BE GOVERNED BY SEPARATE AGREEMENTS WITH SUCH THIRD PARTIES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY, AS WITH RESPECT TO PROWIRE, FOR ANY PROBLEMS OR DISSATISFACTION WITH THIRD PARTY APPLICATIONS OR THE CONTENT THEREOF, IS TO UNINSTALL AND/OR STOP USING ANY SUCH THIRD PARTY APPLICATIONS.

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PROWIRE, ITS OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, DIRECTORS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, ASSIGNS, SUPPLIERS, OR LICENSORS BE LIABLE FOR (1) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (2) ANY LOSS OF USE, DATA, BUSINESS, OR PROFITS (WHETHER DIRECT OR INDIRECT), IN ALL CASES ARISING OUT OF THE USE OR INABILITY TO USE THE PROWIRE SERVICE, THE CONTENT, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, WITHOUT REGARD TO WHETHER PROWIRE HAS BEEN WARNED OF THE POSSIBILITY OF THOSE DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; OR (3) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE PROWIRE SERVICE, THIRD PARTY APPLICATIONS, OR THIRD PARTY APPLICATION CONTENT MORE THAN THE AMOUNTS PAID BY YOU TO PROWIRE DURING THE PRIOR TWELVE MONTHS IN QUESTION, TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW.

Nothing in the Agreements removes or limits ProWire’s liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, and, if required by applicable law, gross negligence. Some aspects of this section may not apply in some jurisdictions if prohibited by applicable law

12. THIRD-PARTY RIGHTS

You acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against you. Other than as set out in this section, the Agreements are not intended to grant rights to anyone except you and ProWire, and in no event shall the Agreements create any third party beneficiary rights. Furthermore, the rights to terminate, rescind, or agree to any variation, waiver, or settlement of the Agreements are not subject to the consent of any other person.

13. ENTIRE AGREEMENT

Other than as stated in this section or as explicitly agreed upon in writing between you and ProWire, the Agreements constitute all the terms and conditions agreed upon between you and ProWIre and supersede any prior agreements in relation to the subject matter of these Agreements, whether written or oral.

Please note, however, that other aspects of your use of the ProWire Service may be governed by additional agreements (the “Additional Terms”). To the extent that there is any irreconcilable conflict between any Additional Terms and these Terms, the additional terms shall prevail.

14. SEVERABILITY AND WAIVER

Unless as otherwise stated in the Agreements, should any provision of the Agreements be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Agreements, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by ProWire or any third party beneficiary to enforce the Agreements or any provision thereof shall not waive ProWire’s or the applicable third party beneficiary’s right to do so.

15. ASSIGNMENT

ProWire may assign the Agreements or any part of them, and ProWire may delegate any of its obligations under the Agreements. You may not assign the Agreements or any part of them, nor transfer or sub-license your rights under the Agreements, to any third party.

16. INDEMNIFICATION

To the fullest extent permitted by applicable law, you agree to indemnify and hold ProWire harmless from and against all damages, losses, and expenses of any kind (including reasonable attorney fees and costs) arising out of: (1) your breach of this Agreement; (2) any Content; (3) any activity in which you engage on or through the ProWire Service; and (4) your violation of any law or the rights of a third party.

17. CHOICE OF LAW

17.1 GOVERNING LAW/JURISDICTION

The Agreements and any dispute or claim (including any non-contractual disputes or claims) arising out of or in connection with the Agreements or their subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.

You and ProWire each agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Agreements or their subject matter or formation.

17.2 CLASS ACTION WAIVER

WHERE PERMITTED UNDER THE APPLICABLE LAW, YOU AND PROWIRE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and ProWire agree, no judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

18. CONTACT US

If you have any questions concerning the ProWire Service or the Agreements, please contact ProWire by visiting our website at www.prowiresport.com.