THREEDIUM

Platform Terms For Authorised Users

YOU SIGNIFY YOUR ACCEPTANCE OF THESE TERMS BY CLICKING 'AGREE', OR 'ACCEPT' ON THE PLATFORM

Definitions

“Authorised User” “you”, “your”, “User”: means you an individual end user who is authorised by the Authoriser to access the Platform and use the Services.

“Authoriser” means the entity that contracts the Services from us, to whom the Services are provided, and which authorises you as one of its designated users - to access the Platform and use the Services on its behalf.

“Services” the services we provide to you through the Platform.

“Platform” means Platform available at https://threedium.io/ ;

“User Terms” means this Platform’s terms for Authorised Users; and

"we", "us", or “our” means Threedium Ltd a UK company incorporated and registered in England and Wales with company number 10881024 with a business address at 124 City Road, London, EC1V 2NX, United Kingdom.

1. These Terms

1.1 These are the terms and conditions on which we make the Platform and Services available to you as an Authorised User.

1.2 We may amend these User Terms from time to time. We will post any updates in our Platform or notify to Authorised Users by other means.

2. Our Services

2.1 By accepting these User Terms you acknowledge that the Services are provided to the Authoriser and the Authoriser is responsible for handling and directing to us any queries or complaints regarding access to the Platform and use of the Services.

2.2 You can nevertheless address directly to us any specific queries or complaints you may have in relation to how and why we process your personal data. Our privacy notice is available at Privacy policy (“Privacy Notice”). It is important that you read it along with these User Terms, so you know how and why we use your personal information in connection with the Platform and the Services and how we share this information with the Authoriser.

2.3 You must be at least eighteen (18) years old to access the Platform.

3. Your obligations

3.1 You must:

1. not breach any of your obligations set out in these User Terms;
2. only use the Platform in accordance with these User Terms and the directions of the Authoriser;
3. not use the Platform or the Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these User Terms, or act fraudulently or maliciously, for example, by uploading infringing or unlawful content onto the Platform, hacking into or inserting malicious code, such as viruses, or harmful data, into the Platform or any operating system;
4. not infringe our intellectual property rights or those rights of any third party in relation to your use of the Platform and the Services;
5. not collect or harvest any information or data from any aspect of the Platform, the Services or our systems or attempt to decipher any transmissions to or from the servers running the Platform, this includes using any automated access processes (such as bots or crawlers);
6. not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform in any form, in whole or in part to any person without prior written consent from us;
7. not copy the Platform or any part of it or any content on the Platform or otherwise, nor any documentation thereto and content thereof, except as part of the normal use of the Platform;
8. not share your Authorised User account with any third party unless expressly permitted by the Authoriser and us;
9. not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform, the Services or any content on it, nor permit the Platform or any part of it to be combined with, or become incorporated in, any other programs, except as necessary to use the Services as permitted in these User Terms;
10. not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Services or the Platform nor attempt to do any such things;
11. not upload onto the Platform or transmit any material that is infringing, unlawful, defamatory, offensive or otherwise objectionable in relation to your use of the Platform or the Services;
12. not use the Platform in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users;
13. not access or use any part of the Platform for anything other than your use of the Platform and the Services on behalf of the Authoriser.

3.2 We reserve the right to suspend your access to the Platform and the Services if you breach any of the terms of this paragraph 3.

4. Licence

4.1 We grant to you a nonexclusive, non-transferable licence, to access and use the Platform and the Services in accordance with these User Terms.

4.2 You shall not use the licence granted in this paragraph for any purpose or in any manner other than as specified in these User Terms. All rights not expressly granted to you under these User Terms are expressly reserved.

4.3 You, not us, will have sole responsibility and liability for all content you upload, post or submit through the Platform and the Services.

5. Disclaimer

5.1 The Platform and the Services are provided on an “as is” basis. We make no warranties, expressed or implied, and hereby disclaim and negate all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.

5.2 We do not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on the Platform or otherwise relating to such materials or on any sites linked to this site.

6. How we may use your personal information

6.1 We will use your personal information as set out in these User Terms, our Privacy Notice and applicable data protection laws. You agree that we may access, store, process and use any information and personal data that you provide in accordance with the terms of our Privacy Notice and your choices (including settings).

6.2 By submitting suggestions or other feedback regarding the Platform to us, you agree that we can use and share (but do not have to) such feedback for any purpose without compensation to you;

1. Feedback, views about the Platform or the Services and comments submitted to us must not contain any confidential information.

6.3 We will use any personal information you provide to us to:

1. give you access to the Platform; and
2. provide the Services;

6.4 Further details of how we will process personal information are set out in our Privacy Notice.

7. User names and passwords

7.1 You must ensure that user names and passwords you use in connection with your Authorised User account are kept confidential and are only used by you.

7.2 We reserve the right:

1. to suspend your access to the Platform and the Services if there has been a breach of security;
2. to ask you to change your user names and password;
3. temporarily restrict access to your Authorised User account any part of the Platform until any security risk or breach of security is fixed.

7.3 You may be liable for any unauthorised use of your user names and passwords by third parties if this use is due to you failing in keeping them confidential or in implementing reasonable safety measures to prevent any unauthorised use of such user names and passwords.

8. Intellectual Property

8.1 All intellectual property rights in the Platform and any documentation thereto and content thereof throughout the world belong to us (or our licensors) and the rights in the Services and any documentation thereto and content thereof are licensed (not sold) to you for the sole purpose of giving you access to the Platform under these User Terms. You have no intellectual property rights in, or to, the Platform and any documentation thereto and content thereof other than the right to use them in accordance with these User Terms.

9. Our responsibility for loss or damage suffered by you

1. We exclude all implied conditions, warranties, representations or other terms that may apply to the Platform, the Services or any content on it.
2. You acknowledge and agree that your access to the Platform and the Services is subject to our contract with the Authoriser. Our liability for any access to the Platform and use of the Services by Authorised Users is regulated by the contract with the Authoriser. You agree to direct any claims relating to the Platform or the Services to the Authoriser, and not to us, whether directly or indirectly.

9.2 Indemnity: You agree to indemnify and hold harmless us and the Authoriser against any claims, losses, or damages arising from (i) content you upload, (ii) your breach of these User Terms, or (iii) infringement of third-party rights.

9.3 You acknowledge that the Platform has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform meet your requirements.

9.4 Limitations to the Services. We do not offer advice on which you should rely. Although we make reasonable efforts to update the information provided by the Services or the Platform, we make no representations, warranties or guarantees, whether express or implied, that such information is accurate, complete or up to date.

9.5 We are not responsible for other websites you link to. The Platform may contain links to other independent websites which are not provided by us. Such independent sites are not under our control, and we are not responsible for and have not checked and approved their content or their privacy policies (if any). You will need to make your own independent judgement about whether to use any such independent sites, including whether to buy any products or services offered by them.

9.6 We are not responsible for third party content. There may also be content created by third parties displayed on or communicated through the Platform. We do not control or endorse any such content or make any representations or warranties regarding such content, including regarding its accuracy, completeness or its origin. We do not create such content; nor do we monitor or moderate it, and we are not responsible for doing so.

9.7 Event outside our control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these User Terms that is caused by an event outside of our control.

10. Suspension

10.1 We may, at any time, suspend your access to or disconnect you from the Platform or your use of the Services if you breach any paragraph of these User Terms.

10.2 We may, at any time, suspend your access to the Platform if and when:

1. it is reasonably necessary for business and operational reasons;
2. it is necessary for repair, maintenance or improvement of the Platform or to protect life, limb or property;
3. it is required to comply with any laws, regulations or instructions issued by the government, an emergency service or other competent authority.

10.2 Suspension Notice. Except in an emergency when no such notice is required, we will aim to give you as much notice as reasonably practicable if the Services are to be suspended.

11. Termination

11.1 Automatic Termination. These User Terms will automatically terminate when: (i) our agreement with the Authoriser terminates; or (ii) the Authoriser removes you as an Authorised User, whichever the earliest.

11.2 Our termination right. We may, at any time terminate your access to the Platform and these User Terms if we have reason to believe that you are in breach of these User Terms, any law, or rights of any third party or if we wish. We may also terminate this contract with you for convenience by giving you notice in writing.

11.3 Consequences of termination. If these User Terms are terminated:

1. Your licence to access and use the Platform terminates automatically.
2. You must stop all activities authorised by these User Terms, including your access to the Platform and use of the Services.
3. We may take all steps necessary to prevent you from accessing or using the Platform.
4. We will delete any content you uploaded to, or generated through, the Platform. We may keep your content for a short period of time, to allow you to download your content, as directed by the Authoriser. Please contact the Authoriser if you require information about this.

11.4 Termination of the Platform and these User Terms shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of these User Terms which existed at or before the date of termination.

11.5 All provisions of these User Terms that are expressly stated to survive termination or expiry, or which, by their nature or context, are intended to do so, including, without limitation, all restrictions and protections relating to access to the Platform and use of the Services, shall remain in full force and effect following the termination or expiry of these terms.

12. Other important terms

12.1 We may transfer our contract with you under these User Terms to someone else. We may transfer our rights and obligations under these User Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these User Terms.

12.2 Nobody else has any rights under these User Terms. These User Terms are between you and us. No other person shall have any rights to enforce them.

12.3 If a court finds part of these User Terms illegal, the rest will continue in force. Each of the terms and conditions of these User Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.

12.4 Even if we delay in enforcing these User Terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these User Terms, or if we delay in taking steps against you in respect of your breaking these User Terms, that will not mean that you do not have to do what is required of you and it will not prevent us from taking steps against you at a later date.

13. Which laws apply to this contract and where you may bring legal proceedings.

13.1 These terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English law. We both agree to the exclusive jurisdiction of the courts of England.