SPACEIN Terms and Conditions and End User Licence Agreement (EULA)

Last updated: 10th June, 2022

PLEASE READ THESE LICENCE TERMS CAREFULLY BEFORE ACCESSING SPACEIN, IN PARTICULAR THE SECTIONS ON OUR LIABILITY TO YOU IN PARAGRAPHS 16 OR 17.

1

Who we are and what these terms do

1.1
We, MCCGLC Limited of Arnold House, 21-33 Great Eastern St, London EC2A 3EJ, license you to use the:
(a)
“SPACEIN” online application software, the data supplied with the software, and any updates or supplements to it (Platform);
(b)
related online documentation, to the extent applicable (Documentation); and
(c)
content we provide to you through the Platform (Content),
as permitted in these terms.
1.2
You are permitted to use the Platform after agreeing to these terms and creating an account with us, at which point you become a “user” of the Platform. As a user, you may access Spaces (as defined below) on the Platform created by others, provided they grant you permission to access their Space. You may also create your own Spaces.
1.3
These terms and conditions only permit you to create a Space on the platform with up to 25 users free of charge. If you wish to create a Space with more users, please contact us: support@spacein.co.uk, to discuss upgrading your account. Such upgraded access will be subject to additional terms and conditions (Subscriber Terms).
1.4
You accept that access to the Platform under these terms and conditions is granted free-of-charge on an AS-IS basis for the time being. We may decide to reduce the number of permitted users per free Space, or we may decide in the future to charge for access to the Platform or change how or if we make the Platform and Content available. In these cases, you will be given appropriate notice in advance of any changes and we will work with you to continue to enable your use of the Platform, subject to any updated terms and conditions.
1.5
A “Space” means the functionality provided by the Platform (as updated or amended from time-to-time by the Supplier in its sole discretion) that enables the Customer to create a separate community of users, whereby such users may interact with each other on the Platform within the given Space.

2

Permitted users and restrictions on use and acceptable use

2.1
User accounts. If you want to use the Platform you must create an account (User Account) and create or be granted access to at least one Space. By using the Platform you confirm that:
(a)
you are at least 18 years old;
(b)
you will register only one User Account;
(c)
you will not share your User Account with third parties;
(d)
you agree to these terms; and
(e)
all the information you provide is and will continue to be complete and accurate.
2.2
The Platform may only be used in accordance with these terms, any other agreement we have in place with you (including Subscriber Terms) and any applicable laws and regulations. You are solely responsible for making sure that your use of the Platform does not violate any other agreement with us, any applicable laws, regulations or third-party rights. We reserve the right to take any appropriate action to protect our legitimate interests, including by blocking your access to your User Account and/or the Platform, terminating any contract with you and reporting any misconduct to the relevant authorities if we suspect you are engaged in any activities that: (a) violate laws, regulations and/or these terms; (b) breach any third-party rights; (c) considerably impair our legitimate interests; or (d) offend us or any third party.
2.3
User restrictions. You must not:
(a)
use the free access to the Platform, Content and Documentation, as made available by us, to circumvent any other agreement (or the spirit of such agreement) we have with you, including any Subscriber Terms;
(b)
create an unreasonable number of Spaces on the Platform using the free access to the Platform, Content and Documentation, as made available by us. This shall be determined in our sole discretion, taking into account the applicable costs to us, any of our or your obligations to third parties (including allowing us to ensure users have equal access to the Platform) and any impact on existing agreements between you and us in respect of such use;
(c)
use the Platform, Documentation or Content in any manner which is inconsistent with these terms or any other terms and conditions in place between use and as notified to you;
(d)
use the Platform, Documentation or Content in a manner that consists of, involves, solicits, promotes or facilitates:
(i)
content, material, conduct, or activity that is criminal, unlawful, defamatory, harassing, fraudulent, dishonest, obscene, offensive, discriminatory, abusive, threatening, harmful, tortious, or intended to cause distress;
(ii)
transmission of misleading or inaccurate caller ID information with the intent to defraud, cause harm, or wrongfully obtain anything of value;
(iii)
transmission, storage, or distribution of any virus; time bomb; Trojan horse; worm; malware; spyware; cancel bot; computer programming routine intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate information; or similar programs, or files, code, or other materials containing any of the foregoing;
(iv)
breach, violation, or infringement of any intellectual property, privacy, or other right – or misappropriation of the property – of any party (or contain any material that may result in or cause any of the foregoing);
(v)
accessing or use of the Platform in or from a UK or US-embargoed country or otherwise accessing or use of the Platform in a manner that might be in breach with any relevant embargo, export control or denied party list;
(vi)
any conduct or activity that might cause us, or our licensees or licensors to violate any law;
(vii)
the targeting of specific wireless carriers for the purpose of obtaining below-market telephony rates or the exploitation of undocumented features of the Platform or Content; or
(viii)
any information, content, or material that has been generated or obtained through the use of a dictionary attack or address-harvesting software.
(e)
use the Platform or Content in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious codes, such as viruses or harmful data, into the Platform, Content or any operating system;
(f)
infringe our intellectual property rights or those of any third party in relation to your use of the Platform or Content;
(g)
transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of the Platform or Content;
(h)
use the Platform or Content in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; or
(i)
collect or harvest any information or data from the Platform or Content or our systems or attempt to decipher any transmissions to or from the servers running the Platform or Content.
2.4
Acceptable use. You agree that you will:
(a)
comply with these terms and any other terms and conditions in place between use and as notified to you;
(b)
not rent, lease, sub-license, loan, provide, or otherwise make available, the Platform or the Content, in whole or in part to any person without prior written consent from us;
(c)
not copy the Platform, Documentation or Content, except as part of the normal use of the Platform or where it is necessary for the purpose of back-up or operational security;
(d)
not translate, merge, adapt, vary, alter or modify, the whole or any part of the Platform, Documentation or Content nor permit the Platform or the Content or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use the Platform and the Content on devices as permitted in these terms;
(e)
not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of the Platform or the Content nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile the Platform to obtain the information necessary to create an independent program that can be operated with the Platform or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
(i)
is not disclosed or communicated to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective without our prior written consent;
(ii)
is not used to create any software that is substantially similar in its expression to the Platform;
(iii)
is kept secure; and
(iv)
is used only for the Permitted Objective; and
(f)
comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by the Platform or Content.
2.5
It is your responsibility to keep your User Account credentials (including your password) confidential and secure. You agree not to share your User Account credentials with any third parties, or to allow third parties to access your User Account (with or without your permission). We are not responsible for any loss or activity that occurs on or by your User Account, including loss or activity that occurs as a result of the unauthorised use of your User Account due to your failure to keep your User Account credentials secure.
2.6
If you believe someone has accessed or disclosed (as applicable) your User Account, personal information or credentials you must immediately notify us in writing using the email address detailed above.

3

Your privacy

3.1
We only use any personal data we collect through your use of the Platform and the Content in the ways set out in our Privacy Policy (https://spacein.co.uk/privacy-policy).
3.2
Please be aware that internet transmissions are never completely private or secure and that any message or information you send using the Platform or any Content may be read or intercepted by others, even if there is a special notice that a particular transmission is encrypted.

4

Additional terms

4.1
In addition to the terms set out in these terms, your use of the Platform, Documentation and Content may be governed by additional terms and conditions agreed between us, such as any Subscriber Terms. Your use of the Platform, Content and Documentation is also subject to our Privacy Policy (https://spacein.co.uk/privacy-policy) and Cookie Policy (https://spacein.co.uk/cookies-policy).
4.2
The ways in which you can use the Platform and Documentation may also be controlled by third party terms and conditions, such as Google Play Store/Apple App Store rules and policies (if access to the Platform is granted via an iOS or Android app) or the terms and conditions imposed on you by an entity which asked or granted you access to the Platform, such as your employer.

5

System requirements

The Platform currently requires a minimum upload and download speed of 10Mbps, and must be accessed from the latest available version of one of the following web browsers: Safari, Safari iOs, Google Chrome, Chrome Android, Chrome iOs, Microsoft Edge, Mozilla Firefox. We are not responsible for any incompatibility or loss of performance if the Platform is not accessed in accordance with these system requirements.

6

Support for the Platform and how to tell us about problems

6.1
Contacting us (including with complaints). If you want to learn more about the Platform or the Content or if you think the Platform or the Content are faulty or misdescribed or wish to contact us for any other reason please contact the SPACEIN service desk, accessible within the Platform, or email our customer service team at: support@spacein.co.uk.
6.2
How we will communicate with you. If we have to contact you we will do so by email, through our service desk or, where appropriate, using the contact details you have provided to us.
6.3
We shall make reasonable efforts to ensure that the Platform is available to you. However, access to the Platform may be disrupted from time to time due to maintenance, technical issues, network and system overloads or events outside of our control. We shall use commercially reasonable efforts to avoid excessive downtime of the Platform, but assume no liability if the Platform or any part thereof is unavailable at any time or for any period.
6.4
We shall have no liability if the Platform and/or any of the Content or Documentation is unavailable due to: (a) updates to our or third party software not being downloaded and installed by the user; (b) malfunction of the hardware or software of your device; or (c) your device not meeting the required specifications.
6.5
From time to time, we may make changes to or automatically update the Content, functionality and content available on the Platform at our discretion, without notice to you, including (without limitation):
(a)
to reflect changes in relevant laws and regulatory requirements;
(b)
to implement technical adjustments and improvements, enhance functionality, reflect changes to the operating system or address security issues;
(c)
to update, add to or remove the content available on the Platform; and
(d)
to bring you new features.
6.6
We do not guarantee that the Platform will be secure or free from bugs, errors or viruses or your access to the Platform will be uninterrupted. You are responsible for configuring your information technology, devices and computer programs used to access the Platform and you should use your own virus protection software.

7

How you may use the Platform, including how many devices you may use it on

In return for your agreeing to comply with these terms you may:
(a)
download or stream a copy of the Platform onto any of your devices and view, use and display the Platform and the Content on such devices;
(b)
use any Documentation to support your permitted use of the Platform and the Content;
(c)
provided you comply with the licence restrictions set out in these terms, make copies of the information hosted by the Platform and the Documentation for back-up purposes only; and
(d)
receive and use any free supplementary software code or update of the Platform incorporating "patches" and corrections of errors as we may provide to you.

8

You may not transfer the Platform to someone else

Save as set out in any other agreement we may have with you, we are giving you personally the right to use the Platform and the Content as set out in these terms. You may not otherwise transfer the Platform or the Content to someone else.

9

Changes to these terms

We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce. Where such changes are material we will endeavour to give you at least 30 days’ notice of any change by sending you an email with details of the change, or notify you of a change when you next start the Platform. If you do not accept the notified changes, you may not be permitted to continue to use the Platform and the Content.

10

If someone else owns the device you are using

If you download or stream the Platform onto a device not owned by you, you must have the owner's permission to do so. You will be responsible for complying with these terms, whether or not you own the device.

11

We may collect data about you and your device

By using the Platform or any of the Content, you agree to us collecting and using certain data, including technical information about the devices you use the Platform on and any related software, hardware and peripherals used, in accordance with our Privacy Policy (https://spacein.co.uk/privacy-policy), and in accordance with any other agreement we have in place with you.

12

Third party accounts

12.1
As part of the functionality of the Platform, you may link your account with online accounts you may have with third party service providers (each such account, a Third Party Account) by either: (a) providing your Third Party Account login information through the Platform; or (b) allowing us to access your Third Party Account.
12.2
You represent that you are entitled to disclose your Third Party Account login information to us and/or grant us access to your Third Party Account without breach by you of any of the terms and conditions that govern your use of the applicable Third Party Account and without obligating us to pay any fees or making us subject to any usage limitations imposed by such third party service providers.
12.3
By granting us access to any Third Party Accounts, you understand that (a) we may access, make available and store (if applicable) any content that you have provided to and stored in your Third Party Account (the Social Network Content) so that it is available on and through the Platform via your account, including without limitation any friend lists; and (b) we may submit and receive additional information to your Third Party Account to the extent you are notified when you link your account with the Third Party Account.
12.4
Depending on the Third Party Accounts you choose and subject to the privacy settings that you have set in such Third Party Accounts, personally identifiable information that you post to your Third Party Accounts may be available on and through your account on the Platform. If a Third Party Account or associated service becomes unavailable or our access to such Third Party Account is terminated by the third party service provider, then Social Network Content may no longer be available on and through the Platform.
12.5
You will have the ability to disable the connection between your account on the Platform and your Third Party Accounts at any time. Please note that your relationship with the third party service providers associated with your third party accounts is governed solely by your agreement(s) with such third party service providers. We make no effort to review any Social Network Content for any purpose, including but not limited to, for accuracy, legality or non-infringement, and we are not responsible for any Social Network Content.
12.6
You acknowledge and agree that we may access your email address book associated with a Third Party Account and your contacts list stored on your device solely for purposes of identifying and informing you of those contacts who have also registered to use the Platform. On an email request sent to: support@spacein.co.uk or through your account settings (if applicable), we will deactivate the connection between the Platform and your Third Party Account and attempt to delete any information stored on our servers that was obtained through such Third Party Account, except the username and profile picture that became associated with your account.

13

We are not responsible for other websites you link to

The Platform and/or Content 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 or 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.

14

Termination

We may at our sole discretion suspend access to, delete or terminate your User Account and/or any Spaces created by you, without notice and with immediate effect, at any time for convenience and (without limitation) if:
(a)
you are in breach of these terms;
(b)
your User Account is deemed to be inappropriate, harmful or offensive by us;
(c)
you provide a third party with access to your User Account; or
(d)
you do not, within a reasonable time of us asking for it, provide us with information that is necessary for us to provide the Platform to you, for example, personal information.
Any termination of these terms for any reason shall not affect any of our rights or remedies that have accrued prior to the date of termination.

15

Intellectual property rights

All intellectual property rights in the Platform, the Documentation and the Content throughout the world belong to us (or our licensors) and the rights in the Platform and the Content are licensed (not sold) to you. You have no intellectual property rights in, or to, the Platform, the Documentation or the Content other than the right to use them in accordance with these terms or any other agreements we have in place with you.

16

Our responsibility for loss or damage suffered by you if you are a consumer user

If you are accessing the Platform for purely personal use, and in no way connected to your business or work, we shall have the following responsibility to you.
16.2
We are responsible to you for foreseeable loss and damage caused by us. If we fail to comply with these terms, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you accepted these terms, both we and you knew it might happen.
16.3
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
16.4
When we are liable for damage to your property. If defective digital content that we have supplied damages a device or digital content belonging to you, we will either repair the damage or pay you compensation. However, we will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us in these terms.
16.5
We are not liable for business losses. This section applies to domestic and private use of the platform. If you use the Platform or Content for any commercial, business or resale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity. For more information, please see paragraph 17 below.
16.6
Limitation of Liability. Subject to the terms of this paragraph 16 and paragraph 18.1, and only to the extent permitted by law, our total liability to you (as a consumer) is limited (in aggregate, whether in contract, tort (including negligence) or otherwise) to a sum equal to the greater of: the amount that you have paid to us in relation to access to the Platform in the 6-months immediately preceding the loss you suffered, or £5,000.

17

Our responsibility for loss or damage suffered by you if you are a business user

17.1
If you are accessing the Platform in any way that relates to your business or for the purpose of carrying on business (in whole or in part), we shall have the following responsibility to you.
17.2
You acknowledge that the Software has not been developed to meet your individual requirements, including any particular cybersecurity requirements you might be subject to under law or otherwise, and that it is therefore your responsibility to ensure that the facilities and functions of the Platform meet your requirements.
17.3
We only supply the Platform, Content and Documents for internal use by your business, and you agree not to use these for any re-sale purposes.
17.4
We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Licence for: (a) loss of profits, sales, business, or revenue; (b) business interruption; (c) loss of anticipated savings; (d) loss or corruption of data or information; (e) loss of business opportunity, goodwill or reputation; or (f) any special, indirect or consequential loss, damage, charges or expenses.
17.5
Other than the losses set out in paragraph 17.4 (for which we are not liable), and subject to paragraph 18.1, our maximum aggregate liability under or in connection with these terms and the Platform, whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to the greater of: the amount that you have paid to us in relation to access to the Platform in the 6-months immediately preceding the loss you suffered or £5,000.

18

General provisions relating to our responsibility for loss or damage suffered by you

18.1
Nothing in these terms shall limit or exclude our liability for: (a) death or personal injury resulting from our negligence; (b) fraud or fraudulent misrepresentation; (c) any other liability that cannot be excluded or limited by English law.
18.2
These terms set out the full extent of our obligations and liabilities in respect of the supply of the Platform and Documents (unless otherwise agreed in writing between the parties). Except as expressly stated in these terms, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Platform, Content and Documents which might otherwise be implied into, or incorporated in, these terms, whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

19

Events beyond our control

We are not responsible for events outside our control. If our provision of the Content or support for the Platform or the Content is delayed by an event outside our control then we will we will take steps to minimise the effect of the delay. However, we will not be liable for delays caused.

20

The platform is not bespoke and you must comply with these terms

20.1
Limitations to the Platform and the Content. The Documentation, Platform and the Content are provided for general use only. They do not offer bespoke individual services (unless otherwise agreed between us) on which you should rely. Although we make reasonable efforts to update the information provided on the Platform and the Content, we make no promises that the information is accurate, complete or up to date.
20.2
Please back-up content and data used with the Platform. We recommend that you back up any content and data used in connection with the Platform, to protect yourself in case of problems with the Platform or the Content.
20.3
Check that the Platform and the Content are suitable for you. The Platform and the Content have not been developed to meet your specific individual requirements. Please check that the functions of the Platform and the Content (as described on our website and in the Documentation) meet your requirements and are suitable for you.
20.4
We may end your rights to use the Platform and Content at any time by contacting you if you have broken these terms. If what you have done can be put right we will give you a reasonable opportunity to do so.
20.5
If we end your rights to use the Platform and Content:
(a)
You must stop all activities authorised by these terms.
(b)
You must delete or remove the Platform from all devices.
(c)
We may remove your access to the Platform.

21

General provisions

21.1
We may transfer this agreement to someone else. We may transfer our rights and obligations under these 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 terms.
21.2
You need our consent to transfer your rights to someone else. You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
21.3
No rights for third parties. These terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these terms.
21.4
If a court finds part of these terms illegal, the rest will continue in force. Each of the paragraphs of these 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.
21.5
Even if we delay in enforcing these terms we can still enforce it later. Even if we delay in enforcing these terms, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking these terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
21.6
For consumer users - which laws apply to these terms and where you may bring legal proceedings. If you are a consumer user, these terms are governed by English law and you can bring legal proceedings in respect of the products in the English courts. If you live in Scotland you can bring legal proceedings in respect of the products in either the Scottish or the English courts. If you live in Northern Ireland you can bring legal proceedings in respect of the products in either the Northern Irish or the English courts.
21.7
For business users - which laws apply to these terms and where you may bring legal proceedings. If you are a business user, these terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by English Law. We agree to the exclusive jurisdiction of the courts of England and Wales.