Mirthy Ltd End User Terms of Service (“TERMS AND CONDITIONS”)

 

  1. Definitions

The following terms when used in these Mirthy Ltd End User Terms and Conditions, or any document referred to herein, shall have the following meanings unless the context otherwise clearly indicates the contrary.

“Agreement” means these Mirthy Ltd Terms and Conditions;

“Benefit” means any of the individual benefits comprised of the Mirthy service to an end user or paid subscriber;

“Day Club Service” means the provision of a listing or listings on the Mirthy website as part the paid membership service;

“Member” can mean an individual or business subscriber to the paid member service of the Mirthy website;

“Mirthy Ltd”, a company registered in England with the registered office at 27 Severn House, 19 Enterprise Way, Wandsworth, London, SW18 1GD;

“Membership” means access to the day club services offered by Mirthy to subscribed Members;

“Order” refers to any Benefit as redeemed by a Member or end user from the services offered on the Mirthy website;

“Web” means the public internet;

“Website” means any of the websites operated by Mirthy Ltd for the provision of the day club service, including, but not limited to www.mirthy.co.uk

“You” means you, the end user of the Mirthy website or services, or the individual Benefit. “Your” shall be construed accordingly.

  1. General

This Agreement sets out the terms and conditions that apply to the provision of the day club service by Mirthy Ltd, and to any Order placed on the Website in connection with the day club listing service. You agree to fully comply with the Agreement by using the Mirthy website. You may only use this website if you are 18 years of age or older. If you do not agree to this Agreement, or if you are under the age of 18, you should immediately refrain from using the website.

  1. Registration

You will need to register to become a Member of the Mirthy website if you wish to access the day club listing service or any other services offered by any Mirthy Ltd website.

You must provide true, accurate, current and complete information about yourself and any day club listings you submit when completing the registration form or anytime thereafter. You must maintain and update this information and keep it true, accurate, current and complete. If any information provided by you is not true, accurate, current and complete, Mirthy Ltd has the right to cancel your membership without any further notice to you and the right to refuse any and all current or future use of this Website.

Registration requires a valid email address (which will serve as your user email). You will automatically become a Member and will be able to access the services available via the Website once you have registered yourself (or company) or submit a day club listing.

You can edit your system generated password when you activate your account: choose a password that uses a combination of letters, uppercase and lowercase, numbers, and symbols. Avoid choosing obvious words or dates such as a nickname or your birth date. Please use the necessary caution to keep your username and password confidential. You are advised to log-off from the Website when your session is complete to prevent unauthorized access to your information. If your username or password is subject to unauthorized access, you should immediately inform Mirthy Ltd.

You must not share your username or password with any third party. Any unauthorized use must be reported to Mirthy Ltd as soon as you are aware of such use, and Mirthy Ltd will, as soon as reasonably possible, cancel your user name and/or password and issue new login details to you.

Mirthy Ltd may, for security or other reasons, require you to change your user name and/ or password from time to time, or other information, which facilitates access to this Website or its services.

Mirthy Ltd reserves the right to cancel your username and password without further notice if Mirthy Ltd has reasons to believe that you have breached any of these Terms and Conditions.

  1. Day Club Listing Description

Mirthy Ltd is a day club listing provider for individuals and businesses that wish to list their day club/s on the Mirthy Ltd website, and offers the ability to list location data, feature information, facilities and services, pictures, contact details and end user reviews.

  1. Cancellations and Refunds

Mirthy Ltd Members will lose access to the Benefits upon terminating their Membership. Upon termination of their Membership Mirthy Ltd will suspend any services or day club listings pertaining to the user account. This may mean that the Services setup in relation to the Member will cease functioning. Mirthy Ltd can at their discretion remove suspended services or day club listings from the Mirthy Ltd website after a 30 day period.

  1. Member Support

If you wish to contact us on matters related to this policy, or any other matter related to the services or products offered by Mirthy Ltd, you can reach us using the contact details set forth below:

Mirthy Ltd
27 Severn House,
19 Enterprise Way,
Wandsworth,
London,
SW18 1GD

Phone: 020 3318 3522

  1. Termination

Without prejudice to any remedy that Mirthy Ltd may have against you, Mirthy Ltd may terminate or suspend with immediate effect and without further notice your access to and use of this Website and your membership, if it:

  1. reasonably believes that you have breached any of these Terms and Conditions;
  2. is unable to verify the accuracy or validity of any information provided by you;
  3. suspects fraudulent, abusive or illegal activity by you.

Should you object to any of these Terms and Conditions, or any subsequent changes to them, or become dissatisfied with this Website in any way, your only recourse is to immediately discontinue to access or use this Website.

  1. Website Availability

You acknowledge that interruptions in the website service and/or other events may occur that are beyond the control of Mirthy Ltd, and that Mirthy Ltd shall not be responsible for any such interruption or any data lost while transmitting information on the Web or otherwise. While Mirthy Ltd aims to make the website accessible at all times, it may be unavailable from time to time for any reason including, but not limited to, routine maintenance, updates or upgrades. You acknowledge and accept that due to circumstances both within and outside of the control of Mirthy Ltd, access to the website may be interrupted, suspended or terminated from time to time.

  1. Changes to the website and day club listing services

MirthyLtd shall have the right at any time to change or discontinue any aspect or feature of the website and it’s associated services including, but not limited to, day club listings, content, hours of availability and equipment needed for access or use. Further, Mirthy Ltd may discontinue disseminating any portion or category of information, may modify or eliminate any transmission method and may change transmission speeds or other signal characteristics.

  1. Your Use of the website and day club service

You agree that your use of the website, day club service and other other services offered on the Mirthy Ltd website, will at all times be lawful. You agree not to post or transmit through the Website any material which violates or infringes in any way upon the rights of others, or any material which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Mirthy Ltd’s express prior, written approval, contains additional advertising or any solicitation with respect to products or services outside of the primary service offered. Any conduct by you that in Mirthy Ltd’s sole discretion restricts or inhibits any other end user of the website from using or enjoying the services ofered is strictly prohibited. You agree not to use the Website to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of other end users of the website to become users of other on or offline services directly or indirectly competitive or potentially competitive with Mirthy Ltd.

You agree not to (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make your Membership available to any third party, other than in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) use the service to process data on behalf of any third party Users; (c) modify, adapt, or hack the website or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (d) falsely imply any sponsorship or association with Mirthy Ltd, (e) use the website or the Benefits in any unlawful manner including, but not limited to, violation of any person’s privacy rights; (f) use the website to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;  (g) use the website to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the website in any manner that interferes with or disrupts the integrity or performance of the website and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (j) use the Bwebsite to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libellous, obscene, or discriminatory; (k) use the website to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); or (l) try to use, or use the Service in violation of these Terms.

The foregoing provisions of this Section apply equally to and are for the benefit of Mirthy Ltd, its subsidiaries, affiliates and its third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf.

  1. Intellectual Property

All content located on or in the Website is the exclusive property of Mirthy Ltd or is used with the express permission of the copyright and/or trademark owner. ANY COPYING, DISTRIBUTING, TRANSMITTING, POSTING, LINKING, DEEP LINKING, OR OTHERWISE MODIFYING OF THE WEBSITE WITHOUT THE EXPRESS WRITTEN PERMISSION OF Mirthy Ltd IS STRICTLY PROHIBITED. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject you to civil and / or criminal penalties.

  1. No Warranties

The website is provided on an “as is” basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this agreement.

  1. Liability

This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behaviour, negligence, or under any other cause of action. You acknowledge that Mirthy Ltd is not liable for the defamatory, offensive or illegal conduct of other users or third-parties and that the risk of injury from the foregoing rests entirely with you.

In no event shall Mirthy Ltd, or any person or entity involved in providing the website or associated services, be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use the website. You hereby acknowledge that the provisions of this section shall, without limitation, apply to all content in the website.
Mirthy Ltd shall not in any circumstances be liable (whether in contract, tort or otherwise) for loss or damage howsoever arising and of whatsoever nature (including, without limitation, any indirect or consequential loss or damage, loss of profits, loss of contracts, loss of data, loss of operation time or loss of use of any equipment or process) suffered or incurred by a Member or any of its employees or directors or any other third party by reason of the carrying out by Mirthy Ltd of its obligations under this Agreement, save and to the extent that such loss or damage arises from the finally and judicially determined gross negligence or wilful default, fraud or material breach by Mirthy Ltd of its obligations under this Agreement.

Mirthy Ltd is not responsible for any content that you, another user, subscriber, or an unauthorized user may post on the website. Any content that is posted or uploaded that is or may be deemed unsuitable can and may be taken down by Mirthy Ltd. Furthermore, Mirthy Ltd reserves the right to edit, change, alter, delete and prohibit any and all content that it deems unsuitable in its sole discretion.

  1. Indemnity

You agree to defend, indemnify and hold harmless Mirthy Ltd, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorney’s fees, arising out of your use of the website.

  1. Monitoring

Mirthy Ltd shall have the right, but not the obligation, to monitor the content of the Website at all times, including any chat rooms and forums that may hereinafter be included as part of the website, to determine compliance with this Agreement and any operating rules established by Mirthy Ltd, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Mirthy Ltd shall have the right to remove any material that Mirthy Ltd, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.

  1. Privacy

You acknowledge that all discussion for ratings, comments and/or other message or communication facilities (collectively “Communities”) are public and not private communications, and that, therefore, others may read your communications without your knowledge. Mirthy Ltd does not control or endorse the content, messages or information found in any Community, and, therefore, Mirthy Ltd specifically disclaims any liability concerning the Communities and any actions resulting from your participation in any Community, including any objectionable content. Generally, any communication which you post to Mirthy Ltd (whether in chat rooms, discussion groups, message boards or otherwise) is considered to be non-confidential. If particular web pages permit the submission of communications that will be treated by Mirthy Ltd as confidential, that fact will be stated on those pages. By posting comments, messages or other information on the Website, you grant Mirthy Ltd the right to use such comments, messages or information for promotions, advertising, market research or any other lawful purpose.

  1. License Grant

By posting communications on or through the Website, you shall be deemed to have granted to Mirthy Ltd a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sub licensees.

  1. Third Party Content

Mirthy Ltd, similar to any Web service provider, may distribute (and not a publisher) content supplied by third parties and End Users. Accordingly, Mirthy Ltd has no more editorial control over such content than does a public library, bookstore or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any other end users are those of the respective author(s) or distributors) and not of Mirthy Ltd. Neither Mirthy Ltd nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its Benefits Provider’s ability or fitness for any particular purpose.

The Website may contain links to third party Web sites maintained by other content providers. These links are provided solely as a convenience to you and not as an endorsement by Mirthy Ltd of the contents on such third-party sites and Mirthy Ltd hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party Web sites. If you decide to access linked third-party Web sites, you do so at your own risk. Mirthy Ltd reserves the right to revoke its consent to any link at any time in its sole discretion reserves.

  1. Miscellaneous

This Agreement, along with the terms and conditions set forth on the Privacy Policy and the terms and conditions set forth on the face of the offer, constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by either party of any breach or default hereunder is a waiver of any preceding or subsequent breach or default. The section headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect. The failure of either party to exercise any of its rights under this Agreement shall not be deemed a waiver or forfeiture of such rights or any other rights provided hereunder.

This Agreement shall be governed by English Law and subject to the exclusive jurisdiction of the Courts of England and Wales.