END USER TERMS AND CONDITIONS

Youth Media (UK) Limited (“We”) are committed to protecting and respecting your privacy. Our relationship with you is valuable and we understand the importance you place on the privacy and security of information that personally identifies you.

PLEASE READ THESE TERMS AND CONDITIONS (THE "CONDITIONS") CAREFULLY BEFORE DOING EITHER OF: (I) SUBSCRIBING TO THE SERVICE (AS HEREINAFTER DEFINED); OR (II) INSTALLING OR DOWNLOADING THE PERSONAL ACCESS SOFTWARE (AS HEREINAFTER DEFINED). BY DOING EITHER OR BOTH OF THESE THINGS, YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTOOD THESE CONDITIONS, AND THAT YOU ARE BOUND BY THEM.

IF YOU DO NOT AGREE WITH ALL OF THESE CONDITIONS, THEN DO NOT SUBSCRIBE TO, USE OR ATTEMPT TO ACCESS THE SERVICE, AND DO NOT DOWNLOAD, INSTALL, ACTIVATE OR USE THE SOFTWARE.

1. INTERPRETATION OF TERMS

1.1 In these Conditions, references to "we", "Youth Media" or "us" refer to Youth Media (UK) Limited and references to "you" or "your" refer to you as the subscriber to the Service. Youth Media (UK) Limited is a company incorporated in Scotland under the Companies Acts with registered number SC189963 and having its registered office at 29 Brandon Street, Hamilton, ML3 6DA.

1.2 The following terms shall have the following meanings:

"Institution" means the educational organisation to which you are affiliated, and through or by virtue of which we may provide the Service or the Personal Access Software to you;

“Institution Computer” means a computer located at your Institution which your Institution allows you to use to access the Service;

“Personal Access” means the provision of the Service to you via a computer owned by you (whether located at your home or otherwise) in accordance with the terms of clause 6 of these Conditions.

“Service” means the Youth Media service comprising access to and use of our proprietary software currently known as EDD, YM Content, and any optional functionality that we may provide to you from time to time including but not limited to, an instant messaging facility, and any Additional Services purchased in accordance with clause 7 of these Conditions, via either an Institution Computer or by way of Personal Access under these Conditions;

“Personal Access Software” means a version of the proprietary software, currently known as EDD, owned by Youth Media which is provided to you in accordance with the terms of clause 6 of these Conditions, in order to provide you with Personal Access to the Service;

“Subscription Form” means the form located at http://www.youthmedia.co.uk/register.php as may be amended by us from time to time;

“YM Content” means all and any information, resources, data or material made available as part of the Service that originates from, is uploaded by, posted by, provided by, transmitted by, stored by or otherwise made available by us, subscribers to the Service (other than you) and/or our third party affiliates (including without limitation advertisers, application providers and your Institution). YM Content shall include without limitation data files, written text, software (other than EDD), music, sounds, graphics, photographs, images, videos, instant messages, communications and any other similar material; and

“Your Content” means all and any information, resources, data or material in relation to the Service that originates from, is uploaded by, posted by, provided by, transmitted by, stored by or otherwise made available by you. Your Content shall include without limitation data files, written text, software, music, sounds, graphics, photographs, images, videos, instant messages, communications and any other similar material. For the avoidance of doubt, Your Content does not include information which you provide to us on the Subscription Form.

2. THE SERVICE

2.1 You acknowledge that your subscription to, use of and access to the Service is governed by these Conditions, and is also subject to the current policies, terms and rules of your Institution as are effective from time to time, and this is so whether you access the Service via an Institution Computer or by way of Personal Access.

2.2 Depending on the agreement or arrangement with the Institution you are enrolled with, you may be charged directly for the provision of the Service or parts of the Service by us ("Direct Payments") from time to time. In the event that any Direct Payments are payable by you for the Service or any additional parts of the Service, you will be provided with a quotation in respect of these charges prior to your completion of the Subscription Form.

2.3 You acknowledge that your use of the Personal Access Software or the Service may require certain software, computer hardware, equipment and internet access (together termed “Equipment”). You also agree and acknowledge that you or your Institution are responsible (at your or your Institution’s expense) for providing all Equipment and that we shall in no event be obliged to provide any Equipment or to contribute to any costs of such provision.

2.4 In order to be provided with full access to the Service, you must subscribe to the Service by providing such details as we request in the Subscription Form. We will use and store the information you provide in accordance with the terms of our Privacy Policy in force at the time of your subscribing, which can be accessed at http://www.youthmedia.co.uk/page/privacy

2.5 When completing the Subscription Form, you may select or we may assign you (at our discretion) with a user name and password for use in conjunction with the Service. In the event that you choose a password, you agree that you will choose a strong password and that you will not reveal it to any other party. You agree that all information you provide to us in relation to your subscription to the Service shall be at all times accurate and kept up to date.

2.6 We reserve the right to (entirely at our discretion) refuse you the Personal Access Software, subscription to the Service or access to the YM Content and you shall have no remedy against us in respect of any such refusal.

3. YM CONTENT

3.1 Once you have subscribed to the Service, we will allow you access to all of the YM Content. Such access shall at all times be subject to these Conditions, and shall continue to be available to you for the duration of your subscription which may be terminated by us or you in accordance with these Conditions.

3.2 You acknowledge and agree that you are solely responsible for your use of the YM Content and any reliance placed upon the YM Content. You also acknowledge and agree that all YM Content whether publicly or privately accessible as part of the Service is the sole responsibility of the party making the relevant YM Content available.

3.3 Whilst we try to ensure that the YM Content is free from error, we do not warrant the accuracy, adequacy or completeness of the YM Content or its suitability for any use by you. The YM Content is provided for informational purposes only.

3.4 In the unlikely event that in using the Service you encounter YM Content which you find offensive or objectionable you should notify us of this in writing via our customer service contact details. Any remedy you may have will be against the party responsible for the publication of that YM Content (and not, for the avoidance of doubt, against Youth Media where the YM Content does not originate from us). We do not warrant the availability, accuracy, adequacy or completeness of the YM Content or its suitability for any use by you.

3.5 You acknowledge and agree that some YM Content, including without limitation particular components or features of the Service, may be subject to additional terms and conditions, licence or software agreements (together termed “Additional Agreements”). Before accessing or using these you must read, accept and agree to be bound by any applicable Additional Agreements.

3.6 We reserve the right to at any time to add to, alter, change or delete all or any of the YM Content or Your Content which we consider to be illegal, offensive or otherwise unsuitable.

4. YOUR CONTENT

4.1 You (and for the avoidance of doubt, not Youth Media) shall be solely responsible for all and any of Your Content.

4.2 You acknowledge and agree that your use of the Service is entirely at your own risk. Your use of the Service and provision of Your Content may involve you (in breach of these Conditions) exposing other parties to Your Content which they may find offensive or objectionable. You acknowledge and agree that in that event, you (and not Youth Media) are solely liable in relation to any remedy which any party might have in relation to Your Content or any part thereof which may be offensive or objectionable.

5. INTELLECTUAL PROPERTY

5.1 We are the owner or licensee of the intellectual property rights in the Youth Media proprietary software currently known as “EDD”, the Personal Access Software, Service and the YM Content. The Youth Wire software, Personal Access Software and the YM Content is protected by copyright laws and treaties around the world and all such rights are reserved.

5.2 You may print off one copy, and may download extracts, of any page(s) of the YM Content for your personal reference and you may draw the attention of others within your Institution to the YM Content. Our status (and that of any identified contributors) as the authors of YM Content must always be acknowledged.

5.3 You must not modify the paper or digital copies of any YM Content you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

5.4 You must not use any part of the YM Content for commercial purposes without obtaining our prior written consent.

5.5 If you print off, copy or download any part of the YM Content in breach of these Conditions, we may suspend or terminate your subscription to the Service in accordance with clause 10 of these Conditions.

5.6 Any websites which are linked to in the YM Content are likely to have their own policies on use of their intellectual property. We do not accept any responsibility or liability for these policies but recommend that you check these policies before you make any use of such intellectual property.

6. USE OF SOFTWARE - PERSONAL ACCESS

6.1 Insofar as you require Personal Access to the Service, we may (entirely at our discretion) provide or arrange for your Institution to provide you with the Personal Access Software.

6.2 You acknowledge and agree that in order to be granted Personal Access to the Service, you must subscribe to the Service in accordance with clause 2.4 of these Conditions. You also acknowledge and agree that you accept these Conditions when you either download or install the Personal Access Software.

6.3 You acknowledge and agree that it shall be your responsibility to ensure that any computer you attempt to install the Personal Access Software on meets the requirements in this clause and we shall not be obliged to assist in any way (including without limitation by financial contribution) in enabling you to meet these requirements.

6.4 We grant you a non-exclusive, non-transferable licence to use the Personal Access Software in accordance with the Conditions, and within the scope of the licence as set out in these Conditions. You may install and use the Personal Access Software for your private purposes only, on one computer which you must own. The Personal Access Software may not be transferred in any manner or to any other computer, system or network following such installation. You must contact us to seek additional licences for each additional computer in relation to which you wish to install the Personal Access Software. The Personal Access Software may not be used for providing training or any other service to anyone else. You undertake to:-

6.4.1 keep all copies of the Personal Access Software secure; and

6.4.2 on the reasonable request by us, your Institution and/or our representatives:

• (a) allow us or our representatives to access your computer remotely; and/or
• (b) provide any information or documentation to us or our representatives that we may reasonably require relating to the use of the Personal Access Software.

6.5 Updates of the Personal Access Software may be available on a secure page on our web site from time to time at our sole discretion and such updates will be licensed subject to these Conditions and any additional terms which we may stipulate from time to time. It will be your responsibility to download any available updates for your use. For the avoidance of any doubt, we are not obliged to provide any updates or upgrades of the Personal Access Software and we reserve the right to apply a charge for updates from time to time.

7. USE OF SOFTWARE - PERSONAL ACCESS

7.1 We may offer additional functionality or other enhancements to the Service (“Additional Services”) via our website which shall be made available to you subject to a charge. By placing an order through our website for Additional Services you warrant that you have legal capacity to enter into a binding contract.

7.2 After placing an order, you will receive an email from us acknowledging that we have received your order for Additional Services. Please note that this does not mean that your order has been accepted. Your order constitutes an offer to us to buy Additional Services. All orders are subject to acceptance by us and we will confirm such acceptance to you by sending an email that confirms this at which time the contract will be formed between you and us.

7.3 You may cancel the contract for the Additional Services at any time within seven (7) working days beginning on the day after you receive the Additional Services. In this case, you will receive a full refund of the price paid for the Additional Services as soon as possible and in any case within thirty (30) days of the day on which you provided written notice of your cancellation. In this case, we will refund the price paid to us for the Additional Services, including the cost of sending the item to you if any. You will, however, be responsible for the costs of returning any physical media to us if any.

7.4 To cancel an order for Additional Services, you must inform us in writing. Where any physical media has been provided to you, you must return this to us immediately in the same condition in which you received it, and at your own cost and risk. You have a legal obligation to take reasonable care of any goods that we may supply you with while they are in your possession. If you fail to comply with this obligation, we may have a legal remedy against you for compensation.

7.5 We will endeavour to fulfil your order within a reasonable time of the date of the acceptance of your order and in any event within thirty (30) days of your order being accepted. In the event that we are unable to fulfil your order within this period, we will notify you and you will be entitled to a refund of any sums paid to us in respect of the undelivered Additional Services.

7.6 The price of any Additional Services will be as quoted on our website from time to time, except in the case of an obvious error. All costs are exclusive of VAT and delivery costs which will be additional where applicable.

7.7 Any Additional Services ordered by you shall be subject to these general End User Terms and Conditions and any complaints that you may have should be submitted to us via our contact page http://www.youthmedia.co.uk/register.php.

8. YOUR ACKNOWLEDGEMENTS AND INDEMNITIES

8.1 You agree:

• 8.1.1 to comply with these Conditions and all applicable laws, regulations and conventions, including without limitation those related to privacy, personal data, international communications or the export of data;
• 8.1.2 to maintain and promptly update all and any information and Your Content provided to us so as to meet the warranty detailed at clause 9.1.2 on an ongoing basis;
• 8.1.3 that you are responsible for maintaining the confidentiality of your user name and password, and that you are fully responsible for all activities that occur under your user name or password. You further agree to notify us promptly as soon as you become aware or suspect any unauthorised use of your user name or password or any other breach of security; and
• 8.1.4 we shall at no time be obliged to provide you with the Personal Access Software or any other means of accessing or subscribing to the Service or the YM Content (including without limitation via any Institution Computer and by Personal Access), and that the Service is made available to you entirely at our discretion.

8.2 If you are granted Personal Access to the Service or the Personal Access Software is made available to you (whether or not you install it), you also agree and acknowledge that:

• 8.2.1 additional support services in relation to the Personal Access Software may be made available by us or your Institution, but this will be entirely at our discretion;
• 8.2.2 any and all intellectual property rights (including but not limited to copyright and database rights) in the Personal Access Software are owned absolutely by us and you acquire no title or interest in the Personal Access Software other than the right to use it as detailed in these Conditions; and
• 8.2.3 you have no right to access the Personal Access Software in source code form or in unlocked coding or with comments.

8.3 You indemnify and agree to keep us fully and effectively indemnified:

• 8.3.1 in respect of any liability arising out of Your Content (for which, for the avoidance of doubt, you shall be solely liable); and
• 8.3.2 against any and all losses, damages, liabilities, costs and expenses arising in connection with your breach of any of these Conditions or arising as a result of a third party accessing or using the Personal Access Software, Service, YM Content or Your Content (or any part thereof) by means of your password or user name.

9. YOUR WARRANTIES

9.1 You warrant that:

• 9.1.1 you have all necessary legal capacity and authority to subscribe to and use the Service; and
• 9.1.2 all and any information and Your Content which you provide to us or that you submit to the Service will be at the time of provision true, accurate, current, complete, will not be offensive, will not defame any party and will not infringe the intellectual property rights of any party.

9.2 You understand, agree and warrant that you may use the Service, the YM Content and Your Content (or any part thereof) for lawful purposes only. You indemnify us in relation to and warrant that you will not use the Service to upload, download, post, provide, transmit, store or otherwise share or make available any of Your Content (or to otherwise engage in any conduct) that in any way:

• 9.2.1 breaches these Conditions, any Additional Agreements or any applicable local, national or international law or regulation or has the purpose of promoting or encouraging such a breach;
• 9.2.2 transmits or creates any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or computer code designed to adversely affect the operation of any computer software, server, network or hardware;
• 9.2.3 contains any material which is harassing, threatening, defamatory, obscene, offensive, objectionable, sexually explicit, violent, discriminatory (including without limitation on grounds of race, sex, religion, nationality, disability, sexual orientation or age);
• 9.2.4 has a fraudulent purpose or effect; or
• 9.2.5 posts, sends, transmits or in any way makes available whether directly or indirectly any unsolicited communications (including without limitation email and instant messages), advertising, promotional materials, or which collects information for use with such a purpose.

9.3 If you are granted Personal Access to the Service or the Personal Access Software is made available to you (whether or not you install it), you also warrant that you will not:

• 9.3.1 use the Personal Access Software or any part thereof on any equipment of a type, category or for an additional number of users other than that for which the licence in clause 6.4 is granted;
• 9.3.2 make copies of the Personal Access Software except one copy of the Personal Access Software (but not of any user manual or associated documentation) for security and back-up purposes only provided that you reproduce all copyright notices, trade marks, legends and logos on the back-up copy and maintain an accurate record of the location of the backup copy;
• 9.3.3 loan, distribute, rent, assign, sub-license, transfer or otherwise provide (whether electronically or otherwise) the Personal Access Software or any copy or part of it to anyone else (including, to avoid doubt, any other subscriber to the Service) or make the Personal Access Software available for use by others in any time sharing, service bureau or similar arrangement or otherwise. Access by others for maintenance or support purposes is not permitted without our prior written consent;
• 9.3.4 merge, adapt, make alterations to, or modifications of, the whole or any part of the Personal Access Software nor permit the Personal Access Software or any part of it to be combined with, or become incorporated in, any other programs;
• 9.3.5 alter, remove, obscure, conceal or otherwise interfere with any markings on or written in/on the Personal Access Software or any manual or associated documentation which refers to us and must not interfere with any other copyright notices, trade marks, legend, logo or product identification;
• 9.3.6 reverse engineer, disassemble, reverse translate, or in any way decode the Personal Access Software or any copy or part of it in order to derive any source code, or attempt to do any such thing, save only as is permitted by any applicable law. To be clear, you understand that the software source code and the valuable trade secrets contained in it are not licensed to you under these Conditions; or
• 9.3.7 attempt to remove or circumvent any technical protection measures which may protect the Personal Access Software, or develop any means to do so.

10. TERM & TERMINATION

10.1 We shall at all times and entirely at our discretion have the right to terminate the licence of the Personal Access Software, and/or your subscription to the Service and block your access to the Service immediately and without prior notice. We shall exercise this right in any instance where we know, believe or suspect that your use of the Service is in breach of these Conditions, or is in any way illegal, or otherwise unsuitable (of which, for the avoidance of doubt, we shall be the sole judge and such decision may be based upon our correspondence with your Institution or other third parties). Without limitation to the foregoing, we shall be entitled to terminate your subscription as described in this clause in the following instances:

• 10.1.1 at the end of your period of affiliation with your Institution;
• 10.1.2 if you do not access the Service for a period of more than ninety (90) days;
• 10.1.3 in the event that you breach these Conditions or the terms of any policies, terms and rules of your Institution as are effective from time to time;
• 10.1.4 in the event that you breach the terms of any Additional Agreements;
• 10.1.5 following your request to us that your subscription be cancelled or terminated;
• 10.1.6 in the event that we know, believe or suspect that any information or Your Content provided by you does not comply with these Conditions;
• 10.1.7 where such termination is necessary under any local, national or international law or regulation, or following any order, decision or opinion from any court, judicial body or government agency;
• 10.1.8 where provision of the Service to you is or may become unlawful;
• 10.1.9 where any sums due to us (notwithstanding such sums not being payable by you) in relation to the provision of the Service or the licence of the Personal Access Software to you or your Institution are unpaid for any reason;
• 10.1.10 where we encounter technical or security issues; or
• 10.1.11 as otherwise provided by these Conditions.

10.2 If you are dissatisfied with the Service, the Personal Access Software or the YM Content, you may terminate your subscription to the Service by providing us with seven (7) days notice to info@youthmedia.co.uk You acknowledge and agree that this is your sole remedy against us if you are dissatisfied with the Service, the Personal Access Software or the YM Content.

10.3 Upon any termination of your subscription to the Service under these Conditions:

• 10.3.1 all rights granted to under these Conditions you (including without limitation any licence of the Personal Access Software) shall cease and you must cease all activities authorised by these Conditions;
• 10.3.2 you must destroy all copies of the Personal Access Software, completely purge the Personal Access Software from any system/equipment, and if requested, certify to your Institution or to us that they have been so destroyed and purged;
• 10.3.3 you will not be entitled to any payment of any monies or other consideration;
• 10.3.4 you relinquish all rights granted to you under these Conditions; and
• 10.3.5 we have the right to reallocate your user name to any other party as we see fit.

11.LIABILITY

11.1 The Service may be temporarily unavailable from time to time for maintenance or other reasons. We assume no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure or alteration of communications. We are not responsible for any technical malfunctions or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the internet or at the Service or combination thereof, including injury or damage to your or any other party’s computer or other hardware or software, related to or resulting from using the Service.

11.2 Where the Service or YM Content provides links to external websites and resources including those of our partner networks, advertisers and affiliates, we have no control over such websites and resources. You agree that we are not responsible for the availability of such external websites or resources, and we do not endorse and are not responsible for any content or other materials available from such websites or resources and will not be liable to you in any way in relation to your access or use of such websites or resources.

11.3 You agree that we are not responsible for the availability of the Service, the YM Content or any of Your Content, and that we do not endorse and will not be liable to you in any way in relation to your access or use of YM Content.

11.4 The Personal Access Software is provided on an “as is” basis and no warranty either express or implied is provided by us in relation to the Personal Access Software provided always that, we warrant that where the Personal Access Software is supplied by means of a physical medium, that the medium is and will for the period of 90 days after that time (“Warranty Period”), be free from defects in design, material and workmanship under normal use. If a defect in the medium occurs during the Warranty Period, we will, at our sole option, repair or replace it free of charge if you return it to us and (so far as you are able) a documented example of such defect or error.

11.5 You alone are able to determine whether the Personal Access Software will meet your requirements and the entire risk as to its performance is with you. You shall also be responsible for ensuring that the Personal Access Software is used in compliance with all relevant laws and regulations. We do not warrant that the operation of the Personal Access Software will be uninterrupted or error free.

11.6 You acknowledge that the Personal Access Software has not been developed to meet your individual requirements and that the Personal Access Software may not be free of errors or bugs, and you agree that the existence of any such errors or bugs shall not constitute a breach of these Conditions.

11.7 We warrant that Additional Services will for a period of ninety (90) days, when properly used, perform substantially in accordance with the functions described on our website for such Additional Services.

11.8 Except as expressly set out in these Terms and Conditions, to the fullest extent permissible by law:

• 11.8.1 we disclaim all representations or warranties of any kind, express or implied, regarding the Personal Access Software (and any associated user manuals and documentation), the YM Content, and the Service including implied warranties of title, merchantability, performance, quality, fitness for a particular purpose or non-infringement. We do not guarantee or promise any specific results from use of the Personal Access Software (and any associated user manuals and documentation), the Service or access to the YM Content (or any part thereof); and
• 11.8.2 we exclude all liability or responsibility to anyone for any direct, indirect, special, incidental and consequential losses, expenses, costs or damages arising from claims made, whether in contract, delict, tort (including negligence) or otherwise, arising in relation to any use of (or inability to use) the Personal Access Software, the Service, the YM Content or Your Content, including without limitation in relation to any action or failure to act in reliance on the Personal Access Software, the YM Content, Your Content or the Service.

11.9 Nothing in these Conditions shall exclude our liability for death or personal injury arising from our negligence or otherwise exclude any liability which cannot be excluded by law.

11.10 You agree that the terms of this clause 11 are fair and reasonable taking into account the nature of the Personal Access Software, the Service and the YM Content.

12.GENERAL

12.1 These Conditions supersede any other previous proposal or agreement, whether oral or written, between us and you relating to their subject matter.

12.2 Any representations, modification or amendments to these Conditions shall be of no force unless contained in a written agreement signed by our authorised officer.

12.3 Failure by either you or us to exercise or enforce any available rights shall not amount to a waiver of such rights or the future exercise of such rights or any future rights.

12.4 If any provision of these Conditions is found invalid or unenforceable pursuant to any judicial decree or otherwise, the remainder of these Conditions shall remain valid and enforceable according to its terms.

12.5 We may assign or transfer our rights and obligations under these Conditions without your prior consent. You may not assign, transfer or sub-licence to another party your rights under these Conditions, without prior written consent from us.

12.6 The suspension or termination of your subscription to the Service does not affect any rights or responsibilities which are intended to survive cancellation or termination of your subscription by either party.

12.7 We may change these Conditions at any time, without notice either by publishing the change or the amended version as YM Content or by sending it to you by email. The change will be effective as from the date of the posting or the email.

12.8 These Conditions (including any contractual and non-contractual disputes or claims) are governed by and interpreted in accordance with the laws of Scotland and you agree to submit to the non-exclusive jurisdiction of the Scottish courts.