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| Member Agreement and Terms and Conditions |
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| Data X-change maintains a website site, www.data-xchange.co.uk ("Website"), to which registered content providers ("Members") can upload any relevant document for the purpose of allowing Data-xchange to act as agent for licensing document rights to other users. By registering with Data- xchange for the purpose of providing content, the Member agrees to the following: |
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| 1.Consent. |
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| You must be at least 18 years of age to register with Data-xchange to provide content. Data-xchange may require that the registrant provide sufficient proof that they are at least 18 years of age. Minors can access Data-xchange.co.uk only by having their parent or legal guardian register on their behalf. By opening such an account, the parent or legal guardian authorises the minor to use and agrees to be bound personally by the terms and conditions of this agreement. Data-xchange may elect at its sole discretion to monitor any area or records pertaining the Website for compliance with this agreement or for any other reason. |
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| 2.Uploading Content and Rights. |
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| By uploading content such as word documents, drawings, sound files and photograph image files, Member agrees to give Data-xchange and all users irrevocable nonexclusive royalty-free rights to use the content for any purpose including publication, display, modification, and creation of derivative works. Data-xchange has the right to license any content up until the time Member removes the file from the Website. Member may not remove documents from site after they have been approved and posted for 90 days or more, regardless of whether the Member chooses to terminate their account. Once content is uploaded, Member must allow Data-xchange the opportunity to license use for at least 90 days. |
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3.Purchasing. |
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| Information can be purchased from the Purchase Page within the membership portion of the Site. Payment can be made online with VISA, MasterCard, Visa Delta, Visa Electron, Visa Purchasing, JCB, Solo or Switch.
The purchase prices through the Site will be the price specified in the Site at the time of your purchase. Upon presentation of credit card information the purchaser warrants that he/she is the cardholder and that the billing information provided is accurate. By approving the purchase of the product or service, you authorize Data-xchange to charge the designated credit card, using WorldPay as the payment service provider, for the total amount of the purchase.
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| 4.Rules of Conduct. |
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You agree that you will not use the Site for any purpose that is unlawful or not permitted by this Agreement. By way of example, and not as a limitation, you agree that when uploading to or communicating via the Site, including in respect of any forums, chat-rooms or other exchanges (a "Forum") accessed on or through the Site, you shall not do any of the following: |
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| a) |
Defame, Abuse, Harass, Stalk, Threaten or otherwise violate the legal rights (such as rights of privacy) of others. |
| b) |
Publish, post, distribute or disseminate any defamatory, infringing, obscene, pornographic, sexual, indecent or unlawful material or information. |
| c) |
Upload or otherwise transfer files that contain software or other material protected by intellectual property laws (or by rights of privacy or confidentiality) unless you own or control the rights thereto or have received all necessary consents. |
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Upload or otherwise transfer files that contain viruses, corrupted files or any other similar software or programs that may damage or inhibit the operation of another computer. |
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Delete any author attributions, legal notices, or proprietary designations or labels in any file that is uploaded. |
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Falsify the origin or source of software or other material contained in a file that is uploaded. |
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Advertise or offer to sell any goods or services or conduct or forward surveys, contests or chain letters. |
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Download any file posted by another user of a Forum that you know, or reasonably should know, cannot be legally distributed in such manner. |
| i) |
Use any communications or Content or other information obtained through the Site in a manner that is competitive with the Site or Data X-Change's business. |
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You acknowledge that any possible Forums are public and not private communications. Further, you acknowledge that no communication of a third party or content is endorsed by Data-xchange and no communication of a third party or content may be considered reviewed, screened or approved by Data-xchange. As explained below, Data-xchange reserves the right for any reason to remove without notice any communication, Content or other material posted to the Site.
You also agree not to use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You also agree not to attempt to gain unauthorized access to any other Data-xchange member accounts, computer systems or networks associated with the Site. You also agree not to obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site. |
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| 5. Confidential Information. |
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You acknowledge that the Confidential Information (defined below) which you obtain through the entering into of this Membership Agreement and the use of the Site constitutes valuable, confidential, proprietary information of Data-xchange and its licensors, and you agree that during the term of this Membership Agreement and thereafter you shall not, without the express written consent of Data-xchange, use or disclose to any other person any such Confidential Information, except as specifically authorized under this Membership Agreement or as required by applicable law.
For the purposes of this Membership Agreement, "Confidential Information" means any and all data, information, documents, software or materials relating to the business and management of Data-xchange, its members, affiliates, licensors or licensees, that is designated as confidential or ought reasonably to be considered confidential, including but not limited to: their business model and operations, processes, products, designs, pricing, promotions, business plans, business opportunities, finances, research, development, know-how, trade-secrets, training materials, personnel, clients, methodologies, Site content belonging to others and other intellectual property. |
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| 6.Indemnity. |
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| You agree to indemnify, defend and hold Data-xchange and its affiliates, and their respective directors, officers, employees, shareholders, partners and agents (collectively, the "Data-xchange Parties") harmless from and against any and all claims, liability, losses, costs and expenses (including solicitors fees on a solicitor and client basis) incurred by any Data-xchange Party in connection with: (i) any use or alleged use of the Site under your Member Name by any person, whether or not authorized by you; (ii) or resulting from any communication made or Content uploaded under your Member Name; or (iii) any breach by you of this Membership Agreement. Data-xchange reserves the right, at your expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Data-xchange's defence of such claim. |
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| 7.Compensation. |
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| Data-xchange will pay Member the royalty fee specified on the Website or by separate schedule for each download of a document file, image file or sound file by a user. |
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| 8.Copyright. |
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| The copyright of all content uploaded by Member is retained by Member. Member may not upload content to which they do not own the copyrights. |
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| 9. Member Warranties and Responsibilities. |
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| a) |
Registration
Member warrants that he or she has provided Data-xchange with accurate, complete, and updated registration information while registering and agrees to correct and update that information to ensure its accuracy and completeness at all times. |
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Account Responsibility
All members who register online for Data-xchange will receive a password and an account ("Account"). Member is entirely responsible for any and all activities conducted through his or her Account and any Member-names associated with that Account. Member may permit another individual to use the Account subject to Member's supervision and assumption of all resulting liabilities. Member agrees to notify Data-xchange immediately of any unauthorised use of Member's password or accounts as well as of any other breach of security. |
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Member Names
Upon your registration as a Member of Data-xchange, you may be asked to choose a Member name to identify yourself to other Members and Data-xchange staff. You may not select or use a Member name of another person (unless it is also your name), or a name which violates any third party's trademark right, copyright, or other proprietary right, which is or may be illegal, which may cause confusion, or which Data-xchange deems in its discretion to be vulgar or otherwise offensive. Data-xchange reserves the right to delete any vulgar or otherwise offensive Member name, or to require deletion thereof. |
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Former Members
Members whose accounts have been terminated by Data-xchange may not access Data-xchange in any manner or for any reason without the express written permission of Data-xchange. Active Members may not knowingly allow former Members who have been terminated to use the active Members' accounts |
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By uploading content such as written documents, drawings or photograph image files, Member warrants that he or she is the owner of the copyright thereto. |
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By uploading content, Member warrants that the content does not depict subject matter in a manner that violates any laws or can offend. |
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By uploading content, Member warrants that the uploading was not done with the intent to harass, threaten, embarrass or cause distress, unwanted attention, or discomfort upon another person or entity. |
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By uploading a model release (photographs) or otherwise representing that subjects depicted in an image or file have consented to publication for whatever purpose, Member warrants that the information is complete and accurate.
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| 10. Indemnification. |
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| Member shall indemnify, defend and hold harmless Data-xchange, its officers, directors, employees, partners, associates, affiliates, joint venture’s, agents and representatives, from any and all claims based on allegations which, if true, would constitute a breach of any of the foregoing warranties, and any and all liabilities, losses, damages, expenses (including legal fees and costs) and damages in consequence thereof. Data-xchange reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification, which shall not excuse Member's indemnity obligations. |
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| 11.Control of Operations. |
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| a) |
Data-xchange, in its sole discretion, may remove any content uploaded to the Website including that appearing to infringe the intellectual property rights of others. |
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Member Privacy
Data-xchange may access and disclose any information about Member, Member's accounts, or any content Member provide to the Website if Data-xchange believes in good faith that such action is reasonably necessary to enforce this Agreement, its copyright policy, to comply with the law and legal process, to operate its systems properly, to protect itself, its members, or users.
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Data-xchange reserves the right, but does not assume the responsibility, to restrict conduct which Data-xchange deems in its discretion to be harmful to individual members, damaging to the communities that use Data-xchange, or in violation of Data-xchange's or any third party's rights. |
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| 12.Disclaimers. |
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| a) |
Data-xchange expressly disclaims all warranties and conditions of any kind, either express or implied, including without limitation any implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement of third party rights, and those arising from a course of dealing or usage of trade. |
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Data-xchange, its licensors, and subcontractors do not warrant any connection to, compatibility with, transmission over, nor results or use of, any network connection or facilities provided (or failed to be provided) through Data-xchange. From time to time the porting of particular content may not be feasible and Data-xchange may remove any such content from the Website without any liability to Member. Member is responsible for assessing its own computer and transmission network needs, and the results to be obtained there from. |
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Data-xchange assumes no responsibility for any actions or liabilities arising from the possession or use of documents, drawings, images, photos, files or software obtained from Data-xchange. |
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Data-xchange makes no warranty that service will be uninterrupted, timely, secure, or error free. Data-xchange makes no warranty as to the use or the results that may be obtained from the use of Data-xchange. |
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Data-xchange makes no warranty with respect to any related software or hardware used or provided by Data-xchange in connection with Data-xchange. Any patent, copyright, trademark, trade secret or warranty infringements, whether actual or alleged, are the direct responsibility of the manufacturer of said hardware or software product. |
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| 13. Limitation of Liability. |
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| Member acknowledges that Data-xchange shall not assume or have any liability for any action by Data-xchange or its affiliates and licensees with respect to the use of content. To the fullest extent permitted by applicable law, including but not limited to, negligence, Data-xchange shall not be liable to Member for any indirect, incidental, special or consequential damages (including, without limitation, damages or loss of business, lost profits, business interruption, loss of business information, or any other pecuniary loss, even if Data-xchange has been advised of the possibility of such damages, in connection with Data-xchange or with any other product or service provided by Data-xchange, or resulting from the use of or the inability to use the Website or any transaction entered into through or from Data-xchange, or from unauthorised access to or alteration of your transmissions, data, or account. Member specifically agrees that Data-xchange is not responsible or liable to Member or anyone else for any threatening, defamatory, obscene, offensive or illegal conduct or speech of any other party or any infringement or violation of another's rights, including intellectual property rights, rights of publicity, or rights of privacy. Data-xchange's liability to you for breach of this agreement is limited solely to £5. |
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| 14.Termination. |
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| Your account with Data-xchange may be terminated by either Data-xchange or you at any time with or without cause. Your only right with respect to any dissatisfaction with any (i) Agreement term or policy or practice of Data-xchange in operating Data-xchange, (ii) content available through Data-xchange or change therein, or (iii) amount or type of fees or invoicing methods, or change therein, is to terminate your account with Data-xchange by notifying Data-xchange of your desire to terminate by e-mail. Your notice of termination will be effective upon receipt by Data-xchange, or upon receipt of confirmation if confirmation is requested. As noted above in Section 2. "Uploading Content and Rights", any documents or files that have been approved and posted on Data-xchange for less than 90 days must first meet the 90 day eligibility requirement before they can be removed, regardless of whether Member chooses to terminate their account. |
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| 15.Impermissible Conduct. |
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| Member may not upload content which is unlawful and agrees to use Data-xchange only for lawful purposes. Member may not post to or use Data-xchange to transmit sexually explicit images or other content which is deemed by Data-xchange to be generally offensive to the public or harmful to minors. Any conduct by Member that in Data-xchange's sole discretion restricts or inhibits any other Member, person or entity from using or enjoying Data-xchange or another service will not be permitted and shall entitle Data-xchange to immediately terminate the membership without notice or refund. |
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| 16.Severability. |
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| If any term or provision of this Agreement is found to be unenforceable for any reason, this Agreement shall remain in full force and effect and shall be fully enforceable on its remaining terms and conditions. |
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| 17.Legal Fees and Jurisdiction. |
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| If Data-xchange is obligated to go to court, to enforce any of its rights, or to collect any fees, you agree to reimburse Data-xchange for its legal fees, costs and disbursements if Data-xchange is successful. You agree to consent to service of process by registered mail or overnight courier with proof of delivery. |
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| 18.Our Fees and Charges. |
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Data-xchange offers a selling ‘Member’ the opportunity to sell information in return for payment made by a buyer ‘Member’. Data-xchange will settle account payments, less our administration fee, on a 30 day settlement period. Should payments be below the minimum transaction transfer, the balance will be carried forward to the next payment period.
Data-xchange will charge for each document uploaded as describe in section 2 and charge for the selling period selected, less any special offers or incentives, charges are displayed in section ‘How to sell information’.
Data-xchange will deduct 30% by way of ‘fees’ of the buyer’s payment and forward the balance to the ‘sellers’ account every 30 days during the selling period.
The minimum transaction transfer to a sellers Member account is £1.00, the seller agrees that no payment transfer will be made below this amount either by conclusion of the selling period or termination of the members account. As noted in section 14 above.
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| 19.Refunds. |
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| a) |
Downloaded content , Data-xchange provides purchased data on completion of the payment transaction;
Data-xchange will not issue refunds for downloaded content . |
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Sellers Member Account
where an account has been terminated within the criteria of Section 14 ‘Termination’ and Data-xchange agrees a refund is due on an account paid, Data-xchange will pro-rata the refund in monthly 'sums' with the refund starting from the end of the current month (based on signup date not calendar date). For clarity and by way of example, if you signed up on the 24th January for a 360 day account and cancel on 23rd June, you would get 7/12 of your fees credited; if you cancelled on the 25th June, you would get 6/12 of your fees credited. |
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If a refund is approved, Data-xchange reserves the right to action the credit through the payment gateway WorldPay to the card that the payment was made or to your account. If you paid using a credit or debit card through WorldPay you will receive the refund minus the gateway processing costs. These costs are currently 4.5% + £0.06 for credit cards and £0.56 for debit cards (subject to change). |
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Should the refund amount be less than our ‘Minimum Transaction Transfer’ as defined in Section 18 ‘Our Fees and Charges’ no credit will be issued. |
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| 20.Entire Agreement. |
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YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.
This Agreement comprises the entire agreement between Data-xchange and Member, and supersedes any prior agreements. Data-xchange reserves the right, at its discretion, to revise this Agreement at any time, and such revision shall be effective immediately upon the posting of the revised Agreement at the Website. You agree to review the Agreement periodically to become aware of such revisions. If any such revision is unacceptable to you, you may terminate your membership as provided in Section 14. Your continued use of Data-xchange following posting of the revised Agreement on the Website shall be deemed to be acceptance of all such revisions.
Questions? Please contact admin@data-xchange.co.uk |
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