1.2 The term “you” and “your” for purposes of these Terms, means both you in your individual capacity, and the company or other business entity whom you represent and on whose behalf you use the Services under actual or apparent authority. By agreeing to these Terms or by using the Site & Services you represent and warrant that you have the authority to represent the company or business entity for whom you are acting.
1.3 In order to use the Site & Services you must agree to these Terms. If you do not agree to these Terms, do not use the Site &Services. You acknowledge and agree that Londonedge Now will treat your use of the Site & Services as acceptance of these Terms from the time of your first use.
2.1 You may browse some areas of the Site and Services anonymously, but in order to use many of the features of the Service, you must register with Londonedge Now to create a Londonedge Now user account (“Account”). In order to create an Account and become a Registered User, you will be required to provide the following information to Londonedge Now: (a) your first and last names; (b) your e-mail address; (c) the name of your company (if applicable); and (d) such other information as Londonedge Now may request from time-to-time. In addition, if you are creating a Company Profile for your company (i.e., you are the first Registered User to use the Services on behalf of your company), Londonedge Now reserves the right to approve any and all new Accounts. You should not create a new Company Profile for your company if a Company Profile already exists for your company, unless you believe that it is reasonably necessary to create an additional Company Profile(s) (e.g., you are a large company and wish to have separate Company Profiles for your affiliates, divisions, or for different types of products or services offered by you). However, Londonedge Now may refuse to approve a new Company Profile, or may in the future cancel a Company Profile where more than one Company Profile exists for your company, if Londonedge Now does not believe that there is a reasonable basis for such additional Company Profile(s); provided however, that Londonedge Now has no obligation to do so. By registering to open an Account and where applicable, creating a Company Profile, you hereby agree that Londonedge Now may include and make your Content (as defined in Section 7.1 below) available as part of the Services and provide such Content to other Registered Users of the Site & Services.
2.2 By creating an Account and where applicable, creating a Company Profile, you represent and warrant that: (a) all information you submit in connection with the opening and use of your Account is true, accurate, current, and complete; (b) you have the authority to enter into these Terms and bind the company or other business entity on whose behalf you access the Site and use the Services; (c) the street address you use when registering to use the Services, and where applicable, creating a Company Profile, is the principal place of business of the company or other business entity on whose behalf you access the Site and use the Services; (d) your use of the Site, or Services does not and will not violate any applicable law, rule or regulation; (e) you will promptly notify Londonedge Now if your information changes so that Londonedge Now can update its records and ensure that your information remains current; and (f) you are aged 18 or older; the Services are not intended for persons under 18. We reserve the right to verify the identity of any Registered User, although we have no obligation to do so.
2.3 You are solely responsible for maintaining the security and confidentiality of the information in your Account, including, without limitation, your user name and password, and for any and all activity that occurs through your Account as a result of your failure to keep this information secure and confidential. You hereby agree to notify Londonedge Now immediately if you become aware of any unauthorized use of your Account, user name or password, or any other breach of security in connection therewith. You may be held liable for losses incurred by Londonedge Now or any third party due to someone else using your Account, user name or password as a result of your failing to keep your Account information secure and confidential. You are strictly prohibited from using anyone else's Account, user name or password at any time and for any reason. You may not assign, sell or transfer your Account, user name or password to any other person. Londonedge Now is not liable to you or any third party for your failure to comply with your obligations under this paragraph.
2.4 A fee may be required to register for exhibitor accounts for certain shows or to use certain functionality and tools provided by the Services. Such fees, if any, will be listed on the Site or on the individual show’s site. You agree to pay all applicable fees related to your use of the Services with credit card payments. We may suspend or terminate your Account and/or access to the Services if your payment is late and/or your credit card cannot be processed. By providing Londonedge Now with your credit card information, you expressly authorize us to charge the applicable fees on said credit card as well as taxes and other charges incurred thereto at regular intervals. Londonedge Now and the organisations who conduct shows through the Services reserve the right to change prices for Accounts at any time, and do not provide price protection or refunds in the event of promotions or price decreases. We will charge your credit for your first account fee on the date that we process your order for your Account. You are liable for paying any and all sales and use taxes applicable to your use of the Services, and you authorize Londonedge Now to charge your credit for any such applicable taxes.
4.1 You hereby acknowledge and agree that Londonedge Now (or its licensors) owns all legal right, title and interest in and to the Site & Services, including, without limitation, all intellectual property or other proprietary rights which subsist in the Site & Services (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between you and Londonedge Now, all materials on the Site including, but not limited to, graphics, user and visual interfaces, images, software, advertising tools, applications, and text, as well as the design, structure, selection, coordination, expression, "look and feel", and arrangement of the Site & Services and their content (except for your Content) (collectively the “Material”), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site are all owned by Londonedge Now or its licensors.
4.2 Nothing in these Terms gives you any right to use any of Londonedge Now’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features. All rights not expressly granted by Londonedge Now under these Terms are reserved. There are no implied rights.
4.3 Subject to your compliance with these Terms, Londonedge Now hereby grants you a limited, personal, worldwide, royalty-free, non-transferable, non-sub licensable and non-exclusive license to use the Site & Services for your internal business use, for such purposes as permitted and/or specified by Londonedge Now from time-to-time in any applicable documentation or applicable descriptions. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Site & Services as provided by Londonedge Now, in the manner permitted by these Terms.
4.4 All Material is provided to you “AS IS”. You may access Material for your information and personal use solely as intended through the provided functionality of the Site & Services and as permitted under these Terms. You shall not copy, reproduce, distribute, transmit, broadcast, display, sell, license, or otherwise exploit any Material for any other purposes without the prior written consent of Londonedge Now or the respective licensors of the Material. You agree to comply with all applicable laws and regulations in your use of any Material.
5.1 You hereby represent and warrant that you will not permit or induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or Services or otherwise attempt to gain unauthorized access to any portion or feature of the Site or Services, or any other systems or networks connected to the Site or Services, or to any Londonedge Now or any third party server, by hacking, password "mining", or any other illegal means; (b) use any "deep-link", "page-scrape", "robot", "spider" or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Services; (c) use any device, software or routine to interrupt or interfere, or attempt to interrupt or interfere with, the proper operation and working of the Site or Services or any transaction being conducted on the Site or through the Services, or with any other person's use of the Site or Services; (d) breach any security measures implemented on the Site or in the Services; (e) track or seek to trace any information on any other person who visits the Site or uses Services; (f) forge headers or otherwise manipulate identifiers in order to disguise your identity, or the origin of any message or other communication that you send to Londonedge Now, any Registered User, or any third party in connection with the Services; (g) pretend that you are, or that you represent, someone else, or impersonate any other person; (h) use the Site, or Services to buy or sell any products or services that fall within the Prohibited Field (defined in Section 6.2 below); (i) use the Site or Services for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data, consumer protection, unfair competition, anti-discrimination or false advertising; (j) upload or otherwise process any malicious content to, or through, the Services; or (k) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to, the Services, or made available to you in connection with the Site and/or Services.
5.2 “Prohibited Field” for purposes of these Terms means any of the following: (a) products or services relating to the design, development, production, or use of missiles or the design, development, production, stockpiling, or use of chemical or biological weapons; (b) products or services that are racially, religiously or ethnically derogatory, or that promote hatred, violence, discrimination, racial or religious intolerance; (c) sweepstakes, giveaways, lotteries, raffles, or contests; (d) stocks, bonds, investment interests, and other securities; (e) pornographic materials, items that are sexual in nature, or sexually explicit products or services; (f) products or services that do not offer a product or service for sale, such as advertisements solely for the purpose of collecting user information; (g) products or services that are harmful to minors; and (h) other products or services which while not prohibited by applicable law, may be deemed by Londonedge Now in its sole discretion, as unsuitable or otherwise inappropriate for buying or selling through the Services.
5.3 You hereby agree that you will notify Londonedge Now if you become aware that the Site or Services are being used for or in any Prohibited Field or for any other illegal or unauthorized purpose.
5.4 You are solely responsible for ensuring that your use of the Services, and any products, services, or information that you provide or obtain through using the Services, complies with all applicable laws, rules and regulations of the place from where you access the Services and/or use such products and services.
6.1 You hereby agree that you are solely responsible and liable for any and all information, data files, written text, computer software, music, audio files or other sounds, photographs, videos, graphics (including the logos, trademarks and other identifiers of your brands), images, messages, communications, and other content (collectively “Content”) that you collect, upload, store, transmit, display, publish, disclose, or otherwise use in connection with the Services, and for the consequences of your actions in connection with such Content and your use of the Services, and Londonedge Now’s use of your Content on your behalf.
6.2 Without limiting the foregoing, your Content includes, without limitation: (a) all information you provide for any Company Profile or Personal Profile; (b) all information you provide on, or in connection with the Site, including without limitation, information concerning the functionality of your products and services and any warranties that you provide in connection therewith, and any other information that you provide to third parties in connection with your use of the Services; (c) personally identifiable information that you collect from third parties in connection with your use of the Services; (d) confidential and/or proprietary information that you obtain from third parties in connection with your use of the Services; and (e) information that you post, display or transmit to your co-workers, Registered Users, and other third parties through message systems, discussion boards, message boards, chat-rooms, or other means of communication made available through the Services.
6.3 You agree that Londonedge Now has no responsibility to you, any Registered User, or to any other third party in connection with your Content. You are solely responsible for any losses or damage suffered by Londonedge Now, any Registered User, or any other third party in connection with your Content. You hereby represent and warrant that you will not collect, store, transmit, publish, provide, or otherwise use any Content in connection with the Services that: (a) violates these Terms; (b) is defamatory, libellous, abusive, illegal, profane, indecent, pornographic, obscene, hateful, offensive, harassing, or threatening in any way; (c) is fraudulent or makes fraudulent offers of products or services or involves the purchase or sale, or attempted purchase or sale, of counterfeit, fake or stolen products, or otherwise constitutes or encourages conduct that would be considered a criminal offense or give rise to civil liability, or otherwise intentionally or unintentionally violates, or induces the violation of, any law, rule or regulation, (including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising); (d) infringes, misappropriates, or otherwise violates any third party’s copyright, trademark, patent, trade secret, or other personal or proprietary right; (e) invades or interferes with the rights of privacy or publicity of any person; (f) contains a virus, malicious code or any other harmful component; (g) promotes or endorses discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
6.4 You agree to immediately take down, delete or modify any Content that is stored by you through the Services that violates these Terms or any applicable laws, rules, or regulations, including pursuant to a take down, deletion or modification request from Londonedge Now. Londonedge Now may, but is not obligated to, monitor Content made available through the Services. In the event that you elect not to comply with a request from Londonedge Now to take down, delete or modify certain Content, Londonedge Now reserves the right to directly take down, delete or modify such Content. Londonedge Now assumes no liability or responsibility arising from your activities in connection with the Services, including, without limitation, Content that you collect, store, transmit, publish, process, disclose, or otherwise use in connection with the Services.
6.5 Londonedge Now claims no ownership or control over your right, title and interest in your Content. You retain copyright and any other intellectual property and other proprietary rights you already hold in your Content, and you are solely responsible for protecting those rights, as you deem appropriate. By collecting, submitting, storing, transmitting, publishing, displaying, or otherwise using your Content in connection with the Services, you hereby grant Londonedge Now a worldwide, royalty-free, fully-paid-up, non-exclusive, transferable, sub licensable, perpetual, irrevocable license to reproduce, adapt, reformat, modify, perform, display, distribute, translate, create derivative works from, and otherwise use such Content for the purpose of enabling Londonedge Now to provide the Services, including, without limitation, storing and retrieving the Content, making the Content available through the Services, adapting, reformatting and modifying the Content for technical display and transmission, conforming the Content to the limitation and terms of the Services, and any other use related to the maintenance, provision and improvement of the Site & Services.
6.6 You hereby agree that Londonedge Now, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names, and other distinctive brand features, in presentations, marketing materials, customer lists, financial reports and web site listings (including links to your Company Profile and web site) for the purpose of advertising, promoting or publicizing the Site or Services.
6.7 Londonedge Now may use usage patterns, trends and other statistical data derived from your Content and use of the Site or Services for purposes of providing, operating, maintaining, or improving the Site or Services.
6.8 You acknowledge and agree that Londonedge Now is not liable in any way to you or any third party, for any third party Content made available to you through the Services, including, without limitation, any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of the use or reliance on Content. You agree to evaluate and bear all risks and responsibility associated with the use or reliance on any Content that you obtain through your use of the Services.
7.1 If you send or transmit any communications or materials to Londonedge Now by mail, e-mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to our Site, or Services, including, without limitation, new features or functionality relating thereto, any comments, questions, suggestions, or the like, all such Feedback is, and will be treated as, non-confidential and non-proprietary. This means that you give up any claim that the use of such Feedback by Londonedge Now or its agents, violates any of your rights including, without limitation, moral rights, privacy rights, proprietary or other property rights, rights of publicity, rights to credit for material or ideas, or any other right, including the right to approve the way Londonedge Now uses such Feedback.
7.2 You hereby assign all right, title, and interest in, and Londonedge Now is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You agree and understand that Londonedge Now is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
8.1 Londonedge Now respects the intellectual property and other proprietary rights of others and has a policy of removing Content from the Site & Services that infringes third party copyrights and suspending and/or terminating the Account of any user who uses the Site or Services in violation of copyright law, and where appropriate, blocking such user’s access to the Site & Services.
8.2 If you are a copyright owner, or an agent thereof, and believe that your work is the subject of copyright infringement and appears on our Site or is being used through the Services, you may submit a notification to us pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent (designated below) with the following information in writing: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit Londonedge Now to locate such material; (d) information reasonably sufficient to permit Londonedge Now to contact you, such as an address, telephone number, and, if available, an e-mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are, or that you are authorized to act on behalf of, the owner of an exclusive right that is allegedly infringed. Londonedge Now’s designated copyright agent to receive notifications of claimed infringement under the DMCA is: Attn: DMCA Agent Londonedge Now. Londonedge Ltd, Business Box, 3 Oswin Road, Braunstone, Leicester, LE3 1HR Tel: +44(0) 01162 795 179 E-mail: copyright@LondonedgeNow.com
8.3 Only DMCA or other copyright-related notices should be sent to the copyright agent; any other communications sent to the copyright agent will be destroyed.
9.1 Please use the procedure specified in Section 10 above for all DMCA- and other copyright- related notices. Londonedge Now respects the intellectual property and other proprietary rights of others and has a policy of removing Content from the Site & Services that infringes or misappropriates the intellectual property rights of others, and suspending and/or terminating the Account of any user who uses the Site or Services in violation of any laws applicable to the protection of intellectual property rights, and where appropriate, blocking such user’s access to the Site and/or Services.
9.2 If you are the owner of an intellectual property right, and believe that your intellectual property right is the subject of infringement or misappropriation and appears on our Site or is being used through the Services, you may submit a notification to us by providing our intellectual property rights agent (designated below) with the following information in writing: (a) your physical or electronic signature; (b) identification of the intellectual property right claimed to have been infringed or misappropriated; (c) identification of the material that is claimed to be infringing or misappropriating or to be the subject of infringing or misappropriating activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Londonedge Now to locate such material; (d) information reasonably sufficient to permit Londonedge Now to contact you, such as an address, telephone number, and, if available, an e-mail address; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by you as the owner of the intellectual property right in question, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are, the owner of the intellectual property right that is allegedly infringed. Londonedge Now’s designated intellectual property rights agent to receive notifications of claimed infringement or misappropriation under this Section 11 is: Attn: Copyright Agent Londonedge Now. Londonedge Ltd, Business Box, 3 Oswin Road, Braunstone, Leicester, LE3 1HR Tel: +44(0) 01162 795 179 E-mail: copyright@LondonedgeNow.com
9.3 Only intellectual property rights-related notices should be sent to the intellectual property rights agent; any other communications sent to the intellectual property rights agent will be destroyed.
10.1 Londonedge Now will make the Services available to you consistent with the manner in which Londonedge Now makes the Services generally available to other users of the Services. You acknowledge and agree that the form and nature of the Services, or any individual Service, which Londonedge Now currently provides may change from time-to-time without prior notice to you. By continuing to use the Services after such changes have been made, you are indicating your acceptance of such changes which Londonedge Now may make at any time in its sole discretion.
10.2 Londonedge Now does not make any representations or guarantees regarding uptime or availability of the Services. Londonedge Now does not guarantee that the Services will meet any particular service level, or that any Payments or other transactions or activities carried out through the Services will be carried out in any specific timeframe. The Services may be unavailable at certain times, including during any unanticipated or unscheduled downtime or unavailability of all or any portion of the Services as a result of system failures or force majeure events described in Section 20.6. Londonedge Now will use commercially reasonable efforts, circumstances permitting, to provide information regarding any such Services interruptions and the restoration of use of, and access to, the Services following any Services interruption, including by information posted on the Site or sent to your registered e-mail address.
10.3 Londonedge Now may temporarily suspend your access to any portion or all of the Services and your Content if Londonedge Now reasonably determines that: (a) there is a threat or attack on the Services (including a denial of service attack) or other event that may create a risk to the Services, you or any other Services user; (b) your use of the Services or your Content disrupts or poses a security risk to the Services or any other Services user, may harm Londonedge Now’s systems or any other Services user, or may subject Londonedge Now or any third party to liability; (c) you are using the Services for fraudulent or illegal activities; (d) subject to applicable law, you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; (e) you are using the Site, or Services or other Londonedge Now property in breach of these Terms; (f) you are in default of any payment obligations to Londonedge Now; or (g) there is an unusual spike or increase in your use of the Services (collectively, "Services Suspensions"). Londonedge Now will use commercially reasonable efforts, circumstances permitting, to provide written notice of any Services Suspension to you (including via notices posted on the Site or sent to your registered e-mail address) and to provide updates regarding resumption (if any) of the Services following any Services Suspension. Londonedge Now will have no liability for any damage, liabilities, losses (including, without limitation, any loss of data or profits) or any other consequences that you or any third party may incur as a result of any Services Suspension.
10.4 Londonedge Now will provide customer service and support to you to the extent such support is generally made available without charge to other users of the Site or Services.
11.1 YOUR USE OF THE SITE AND SERVICES IS ENTIRELY AT YOUR OWN DISCRETION AND RISK. THE SITE AND SERVICES ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. LONDONEDGE NOW, ON BEHALF OF ITSELF, AND ON BEHALF OF ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS, AND THIRD PARTY SERVICE PROVIDERS, AND LONDONEDGE NOW’S AND THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS, (COLLECTIVELY, THE “LONDONEDGE NOW PARTIES”): (A) EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT WARRANT THAT THE SITE & SERVICES, OR PRODUCTS, SERVICES, DATA OR OTHER INFORMATION PROVIDED THROUGH THE SERVICES (INCLUDING, WITHOUT LIMITATION PRODUCTS AND SERVICES YOU PURCHASE FROM ANY SELLER THROUGH THE SERVICES), WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SERVICES WILL BE TIMELY, UNINTERRUPTED, STABLE, SECURE, OR ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (C) DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES IN TERMS OF THEIR ACCURACY, SAFETY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE (INCLUDING, WITHOUT LIMITATION, PRODUCTS AND SERVICES YOU PURCHASE FROM ANY SELLER THROUGH THE SERVICES). YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SERVICES AND ANY PRODUCTS OR SERVICES THAT YOU OBTAIN FROM ANY SELLER, OR PROVIDE TO ANY BUYER, THROUGH THE SERVICES.
11.2 THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND LONDONEDGE NOW. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LONDONEDGE NOW OR ANY PERSON ON BEHALF OF LONDONEDGE NOW SHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY.
11.3 NOTHING IN THESE TERMS, THIS SECTION 13, OR SECTION 14 BELOW, SHALL EXCLUDE OR LIMIT LONDONEDGE NOW'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
12.1 SUBJECT TO SECTION 13.3 ABOVE, IN NO EVENT WILL LONDONEDGE NOW OR THE LONDONEDGE NOW PARTIES BE LIABLE TO YOU, ANY REGISTERED USER, BUYER, SELLER, OR ANY THIRD PARTY, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SERVICES, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS (INCLUDING, WITHOUT LIMITATION, ANY LOSS RELATING TO ANY PRODUCT(S) OR SERVICE(S) YOU PURCHASE FROM ANY SELLER, OR SELL TO ANY BUYER, THROUGH THE SERVICES), OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, STRICT LIABILITY OR PRODUCT LIABILITY), EVEN IF LONDONEDGE NOW OR THE LONDONEDGE NOW PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 LONDONEDGE NOW AND THE LONDONEDGE NOW PARTIES WILL NOT BE LIABLE TO YOU, ANY REGISTERED USER, BUYER, SELLER, OR ANY THIRD PARTY FOR DAMAGES FOR BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY RELATED TO THE SITE OR SERVICES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RELATING TO ANY PRODUCT(S) OR SERVICE(S) YOU PURCHASE FROM OR SELL TO ANY REGISTERED USER THROUGH THE SERVICES). IF, NOTWITHSTANDING THE FOREGOING, LONDONEDGE NOW OR ONE OF THE LONDONEDGE NOW PARTIES IS FOUND TO BE LIABLE TO YOU, ANY REGISTERED USER, BUYER, SELLER, OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, LONDONEDGE NOW OR THE RELEVANT LONDONEDGE NOW PARTY'S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (A) THE AMOUNT OF ANY FEES ACTUALLY PAID BY YOU TO LONDONEDGE NOW DURING THE ONE (1) YEAR PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO LONDONEDGE NOW OR THE RELEVANT LONDONEDGE NOW PARTY’S LIABILITY; AND (B) FIVE HUNDRED UNITED STATES DOLLARS (US$500).
13.1 You hereby agree to indemnify, defend and hold harmless Londonedge Now and the Londonedge Now Parties (each an “Indemnified Party”), from and against any and all liability and costs (including, without limitation, attorneys’ fees and costs) incurred by the Indemnified Party(s) in connection with any actual or alleged claim arising out of: (a) your use of the Site or Services; (b) any breach or alleged breach by you of these Terms or other binding legal obligations; (c) any Content provided by you (including, without limitation, Content provided by you in the form of feedback); (d) any Feedback provided by you; (e) any breach or alleged breach by you of a third party’s rights, including, without limitation, any intellectual property, privacy or publicity rights; (f) any damage caused by or alleged to have been caused by you to the Site or Services; or (g) any actual or alleged violation or non-compliance by you with any applicable law, rule or regulation, including without limitation, those governing consumer protection, unfair competition, anti-discrimination or false advertising.
13.2 Counsel you select for the defence or settlement of a claim must be consented to by the Indemnified Party(s) prior to counsel being engaged to represent you and the Indemnified Party(s). You and your counsel will cooperate as fully as reasonably required, and provide such information as reasonably requested, by the Indemnified Party(s) in the defence or settlement of any claim. Londonedge Now and/or the other Indemnified Party(s) reserves the right, at its own expense, to assume the exclusive defence or settlement, and control of any matter otherwise subject to indemnification by you. You shall not in any event consent to any judgment, settlement, attachment, or lien, or any other act adverse to the interests of Londonedge Now or any other Indemnified Party(s) without the prior written consent of Londonedge Now and/or the other Indemnified Party(s).
14.1 Any cause of action arising under these Terms must be commenced by you within one (1) year after the claim or cause of action arises.
14. Termination of Services.
14.1 Londonedge Now reserves the right in its sole discretion to cease or suspend providing all or any part of the Services immediately without any notice to you, if: (a) you breach, or threaten to breach, or are suspected of having breached, these Terms, your Terms of Sale, or any other binding legal obligations; (b) Londonedge Now is required to do so under any applicable law, rule or regulation; (c) the Services rely on data, services or another business relationship between Londonedge Now and a third party service provider, and such relationship terminates or changes in such a way that affects Londonedge Now’s ability to continue providing the Services; (d) continuing to provide the Services could create a substantial economic burden on Londonedge Now as determined by Londonedge Now in its sole discretion; (e) continuing to provide the Services could create a security risk or material technical burden as determined by Londonedge Now in its sole discretion; or (f) Londonedge Now otherwise determines in its sole discretion, that it no longer wishes to provide the Services, or a portion of the Services.
14.2 Any of your obligations under these Terms which by their nature are intended to survive the termination of your use of the Services shall continue to apply to you after you cease to use the Services.
14.3 Londonedge Now may take any legal action against you to enforce these Terms or to prevent the breach of these Terms, including, without limitation, seeking equitable remedies or using technical means at its disposal. In addition to any other legal, equitable or technical rights and remedies that it may have, Londonedge Now may without limitation, immediately terminate or suspend your use of the Services and access to your Content, if Londonedge Now believes in its sole discretion that you are violating these Terms, or that you intend to do so.
14.4 Londonedge Now may notify the relevant law enforcement authorities or other third parties, of any illegal or other prohibited conduct by you, including, without limitation, your actual, threatened or suspected violation of these Terms, or any other binding legal obligations, or unauthorized use of the Site or Services.
15.1 These Terms will be construed and enforced in all respects in accordance with the laws of the State of New York, without reference to its choice of law rules. Except as set forth below in Section 18.2, the federal and state courts seated in New York, New York, shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that Londonedge Now may seek to enforce any judgment in its favour in any court of competent jurisdiction.
15.2 Notwithstanding the foregoing, Londonedge Now may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights. You agree that your breach of these Terms may result in immediate and irreparable damage to Londonedge Now for which there is no adequate remedy at law.
15.3 The United Nations Convention on Contracts for the International Sale of Goods in its entirety is expressly excluded from these Terms, including, without limitation, application to the Site or Services. Furthermore, these Terms (including without limitation, the Site and Services) will not be governed or interpreted in any way by referring to any law based on the Uniform Computer Information Transactions Act (UCITA) or any other act derived from or related to UCITA.
15.4 Any cause of action arising under these Terms must be commenced by you within one (1) year after the claim or cause of action arises.
16.1 The Site and Services may provide links to other web sites that are not owned or operated by Londonedge Now (“Third Party Web Sites”). Londonedge Now provides these links to you as a convenience only, and Londonedge Now does not verify, make any representations concerning, or take responsibility for, such Third Party Web Sites, or the products or services offered through such Third Party Web Sites, including, without limitation, the truthfulness, accuracy, quality, or completeness of the content of, or activities conducted on, such Third Party Web Sites. You should use your own independent judgment before accessing and using such Third Party Web Sites, or products or services offered through such Third Party Web Sites.
16.3 Any reference on the Site or through the Services, to any product, process, publication or service of any third party, by trade name, domain name, trademark, trade identity, service mark, logo, manufacturer or otherwise, does not constitute or imply Londonedge Now’s endorsement or recommendation thereof, and your use of any Third Party Web Sites and third party product, process, publication, or service is entirely at your own risk.
17.1 The failure of Londonedge Now to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.
17.2 If any part of these Terms is held invalid, illegal or unenforceable, that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and the other parts will remain in full force and effect.
17.3 Any notice or other communications by Londonedge Now relating to the Site or Services may be made by letter, e-mail or posting on the Site, and you hereby consent to receive notices and other communications in electronic form to the extent permitted by applicable law.
17.4 These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties, except that each Londonedge Now Party and Indemnified Party shall be a third party beneficiary hereunder and accordingly, shall be entitled to directly enforce and rely upon any provision of these Terms that confers a right or remedy in favour of it.
17.5 Londonedge Now may assign or transfer its rights, or delegate any performance, under these Terms to a third party in its sole discretion. You may not assign or otherwise transfer your rights, or delegate your performance, under these Terms to any third party without in each and every case, Londonedge Now’s express prior written consent.
17.6 Londonedge Now will not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of the common enemy, earthquake, fire, flood or other acts of God, the elements, epidemics, labour conditions, power failures, Internet disturbances, or other force majeure event.
17.7 You may not access the Services if you are a direct competitor of Londonedge Now’s, except with our prior written consent. In addition, you may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.