The following terms and conditions (the “Terms”) apply to our provision and your use of the information, research and materials (collectively the “Content”) available through MetaCell’s websites or other such digital media (collectively or separately the “Website”) including you visiting and browsing the Website (being a “Visitor”).
Please read these Terms carefully. If you do not agree to these Terms, you must stop using the Website and the Content immediately.
1. About Us
1.1 In these Terms, references to “we” or “us” are to MetaCell Ltd., a company incorporated in England and Wales (registered number 08755591) whose registered address is at 30 Millbank Mill Street, Oxford, OX2 0HJ, United Kingdom.
1.2 In these Terms, references to “you” or “your” are references to you as a Visitor.
1.3 If you have any questions about these Terms or wish to contact us for any reason please email us at email@example.com .
2. Using the Website
2.1 By using this Website and th e Content, yo u confirm that you have read, agree and are in compliance with these Terms and the Policies (each as amended from time to time). Use of the Website and access to the Content by anyone under the age of 13 is strictly prohibited.
2.2 Your use of and access to this Website and the Content are subject to the following conditions (“Acceptable Use Conditions”), and you agree that failure to comply with any one of the Acceptable Use Conditions will constitute a breach of these Terms. The Acceptable Use Conditions are as follows:
2.2.1 You agree to use the Website and access the Content only for lawful purposes and your use of the Website and Content is in no way unlawful or fraudulent;
2.2.2 You agree not to use or access the Website or the Content for the purpose of harming or attempting to harm minors in any way;
2.2.3 You agree not to distribute all or any part of the Website or Content in any medium without our prior written consent, unless such distribution is offered through the functionality of the Website and permitted by these Terms;
2.2.4 You agree not to alter or modify any part of the Website or the Content;
2.2.5 You agree not to (and will not attempt to) circumvent, disable or otherwise interfere with any security related features of the Website or any features that (i) prevent or restrict use or copying of content or (ii) enforce any limitations on you, the use of the Website or access to the Content;
2.2.6 You agree not to knowingly transmit any data or send or submit any content that contains viruses, Trojan horses, worms, time-bombs, key-stroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
2.2.7 You agree not to use or access the Website or Content for any commercial uses or for the benefit of any third party, including but not limited to:
184.108.40.206 the sale of access to the Content;
220.127.116.11 the solicitation of business in the course of trade or in connection with a commercial enterprise; and
18.104.22.168 the solicitation of any Visitors of the Website with respect to their content for commercial purposes;
2.2.8 You agree to use the Website, and download and access the Content, in a way which does not infringe the rights of third parties or restrict or prevent anyone else’s use and enjoyment of the Website and the Content;
2.2.9 You agree not to ask for, collect or harvest any personal data of any Visitor of the Website or Content;
2.2.10 You agree not to post, upload, email or otherwise transmit to or otherwise cause us to email, transmit or otherwise distribute chain letters, surveys or studies, calls to action, junk mail, pyramid schemes, incentives (monetary or click-based), spimming or spamming, or bulk communications of any kind, whether or not for commercial or non-commercial purposes;
2.2.11 You will not copy, reproduce, create derivative works of, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any content contained on the Website for any other purpose other than as permitted by these Terms without our prior written consent;
2.2.12 You agree not to use the Website or the Content in any manner intended to damage, disable, overburden or impair any MetaCell server or the network(s) connected to any MetaCell server, or infringe any requirements, procedures, policies or regulations of any servers or networks connected to the Website;
2.2.13 You agree not to use any high volume, automated, or electronic means to access the Website or the Content (including without limitation robots, spiders or scripts);
2.2.14 You agree not to frame the Website or the Content, place pop-up windows over its pages, or otherwise affect the display of its pages;
2.2.15 You agree not to falsely state, impersonate, or otherwise misrepresent your identity, including but not limited misrepresenting your affiliations with a person or entity, past or present;
2.2.16 You agree not to force headers or otherwise manipulate identifiers in order to disguise the origin of any communication transmitted through the Website; and
2.2.17 You agree not to send, knowingly receive, submit, download, use or re-use any material which does not comply with these Terms and the Policies.
2.3 We grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. We reserve the right to revoke these exceptions, either generally or in specific cases.
2.4 You acknowledge and agree that the form and nature of the Website and Content which we provide may change from time to time without prior notice to you.
2.5 You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences of that breach (including, but not limited to, any loss or damage which we or any third party may suffer).
3 .1 The content on our Website is provided for general information only. While we endeavour to update it and ensure it is correct, we make no representations, warranties or guarantees, whether express or implied, as to the accuracy, completeness, currency or reliability of any of them.
3.2 We will not be held responsible for any injury, loss or damage resulting from use of the Website. We are also not responsible for providing advice on the health and safety requirements or precautions which should be observed when using the Website. You must ensure that you comply with the health and safety guidelines provided with the products or equipment that you are using.
4. Licence to use
4 .1 Subject to your compliance with these Terms, you can browse the Website and download the Content.
4.2 You must abide by all copyright notices or restrictions contained on the Website or the Content. You may not delete any attributions, legal or proprietary notices on the Website or the Content.
5. Digital Rights Management (DRM)
5 .1 We may, in our sole discretion, use software, digital rights management tools, electronic watermarks, cookies, web beacons, tracking tools or services or any other similar tools or services that may be available from time to time (including where such tools are provided and operated by third parties) (collectively "DRM Tools") together with any other information or data provided by you so as to enable us to monitor and keep records of the copying, downloading and use of the materials for the sole purpose of enabling us to protect and enforce our Intellectual Property Rights in and to the materials.
6. Privacy and Security
7. Linking to Other Sites
7 .1 The Website may contain links to pages on other websites (“Linked Sites”), and those Linked Sites may contain content or offer products and/or services for sale.
7.2 We do not author, edit, control, or monitor these Linked Sites. You acknowledge and agree that:
7.2.1 we have no responsibility for the accuracy or availability of information provided by Linked Sites; and
7.2.2 we do not control or endorse the sponsors of such Linked Sites or the content, products, advertising or other materials presented on such Linked Sites.
7.3 We may remove any links to Linked Sites from the Website at any time for any reason.
7.4 We will not be liable for any transactions conducted by you with third parties through any Linked Site or for any liability arising from any representations or information provided on such Linked Sites.
7.5 We appreciate that Linked Sites may contain material in which the operator of the Linked Sites has intellectual property rights. We respect those rights and provide the links for information purposes only. The fact that we have linked to any Linked Site does not create or imply any relationship or partnership between us and the operator of such Linked Site.
8. Your Liability to Us
8 .1 You indemnify and keep us fully indemnified from and against all actions, claims, demands, costs, expenses, liabilities, loss, damages or other monetary relief brought, made or awarded against or incurred by us resulting (directly or indirectly) from:
8.1.1 you accessing and using the Website or Content;
8.1.2 your breach of any of these Terms; and
8.1.3 any negligent act or omission, deliberate default or breach of statutory duty on your part.
8.2 Each indemnity in this paragraph is separate and independent from the other obligations in these Terms. Each of these indemnities is to remain fully effective despite any indulgence granted from time to time and despite any judgment or order.
9. Our Liability to You
9 .1 Nothing in these Terms affects any statutory rights that you are entitled to as a consumer.
9.2 The Website and the Content are provided to you “as is” and we make no warranty or representation to you with respect to them.
9.3 We exclude all representations, warranties, conditions and terms express or implied by statute, common law or otherwise to the fullest extent permitted by law. We accept no liability for any special, indirect, incidental, consequential or economic loss, or any other losses, howsoever caused arising out of or in connection with these Terms. This includes (without limitation):
9.3.1 any loss of profit (directly or indirectly);
9.3.2 any loss of goodwill; and
9.3.3 any loss of opportunity.
9.4 We provide the Content on the Website in good faith but give no warranty or representation that the Content are at all items accurate, complete or up-to-date or that they will meet your requirements, nor that the Website does not infringe the rights of any third party. We accept no responsibility or liability for your use of Content on the Website and your use is entirely at your own risk. While we take reasonable precautions to prevent the existence of computer viruses and/or other malicious programs on the Website, we accept no liability for them. We do not warrant that defects in the Website or Content will be corrected.
9.5 Information transmitted via this Website may pass over public telecommunications networks. We make no representation or warranty that the operation of this Website will be timely, secure, uninterrupted or error-free and disclaim all liability in that respect to the greatest extent permitted by law.
9.6 We accept no responsibility for any loss or damage incurred by you as a result of:
9.6.1 any reliance placed by you on the completeness, accuracy or existence of any information or advertising, or as a result of any relationship or transaction between you and any advertiser or sponsor whose advertising appears on the Website or in relation to the Content;
9.6.2 any changes which we may make to the Website or Content, or for any temporary interruptions in the provision of the Website or Content;
9.6.3 the deletion of, corruption of, or failure to store, any Content and other communications data maintained or transmitted by or through your use of the Website;
9.6.4 your failure to provide us with accurate information when filling a web form; and
9.6.5 your failure to keep your details secure and confidential.
9.7 We reserve the right to suspend your use of the Website and/or access to the Content at any time for operational, regulatory, legal or other reasons.
10. Governing Law
10.1 These Terms, your use and access to the Website, and all other policies issued by us whether referred to by us herein or not are governed by and construed in all respects in accordance with the laws of England and Wales.
10.2 Any or all disputes arising between you and us (whether contractual or non-contractual) in connection with your access and use of the Website, including as to the validity of these Terms or policy issued by us, will be subject to the exclusive jurisdiction of the courts of England and Wales. For any dispute between you and us, you agree that you will first attempt to resolve it with us informally. In the unlikely event that we are unable to resolve the dispute in this manner within 28 days of the dispute being notified in writing, we both agree to submit to the exclusive jurisdiction of the courts of England and Wales to resolve any such dispute.
10.3 Notwithstanding paragraph 10. 2 , you agree that we are permitted to apply for injunctive remedies (or any other types of interim relief) in any jurisdiction at any time.
11. Changes to the Website and these Terms
11.1 We may update or amend these Terms (as well as our Policies or and other guidance we issue) from time to time to comply with law or to meet our changing business requirements. When we update our Terms or Policies, we will take appropriate measures to inform you, consistent with the significance of the changes we make. Any updates or amendments will be posted on the Website.
11.2 We reserve the right to modify, suspend or discontinue all of the Website and Content with or without notice to you and we will not be liable to you or any third party for any such modifications, suspension or termination. By continuing to use the Website, you agree to be bound by the terms of these updates and amendments.
12. Other Important Terms
12.1 If any of these Terms are found to be illegal, invalid or unenforceable by any court of competent jurisdiction, the remainder of these Terms remain in full force and effect.
12.2 Only you and we are entitled to enforce these Terms. No third party is entitled to enforce any of these Terms, whether by virtue of the Contracts (Rights of Third Parties) Act 1999 (which is expressly excluded) or otherwise.
12.3 We may freely transfer or assign any part of our rights or delegate our obligations under these Terms. You are not entitled to transfer or assign, by operation of law or otherwise, any part of your rights or delegate your obligations under these Terms without our prior written consent.
12.4 These Terms and the Policies set out the entire agreement between you and us and replace any and all prior terms, conditions, warranties and/or representations to the fullest extent permitted by law. Any delay or failure by us to exercise any right we may have under these Terms does not constitute a waiver by us of that right.