Terms & Conditions for Vizimarks Beta Trial

1.1 In this Contract, unless the context otherwise requires:

"Beta Trial" means the making available by Copyn of beta versions of the Service and the Software to customers under these Terms & Conditions, for a limited period of time.

"Challenge Combination" means a combination of question and answer provided by the Customer on the on-line Registration Form, which can be used to confirm the identity of the Customer should the Customer forget his or her password.

"Contract" means the contract with the Customer incorporating in order of precedence these Terms & Conditions, the Privacy Policy Statement and the Registration Form.

"Copyn" means Copyn Limited, registered in England and Wales under company number: 3961708, whose registered office is 10th Floor, One America Square, Crosswall, London EC3N 2PR.

"Customer" means a person who has completed and submitted the on-line Registration Form and has been accepted by Copyn as a Customer for the purposes of the Beta Trial.

"Customer Account" means the combination of the portion of the Database associated with the Customer's use of the Service together with the username and password required to access the Data.

"Data" means information created, modified or taken from the Internet, private computer network, browser software or other information source, by the Customer as part of his or her usage of the Service.

"Database" means the storage medium and associated database software where the Data is stored and from which the Data is retrieved by the Customer when using the Service.

"Registration Form" means the on-line form where an applicant enters information required by Copyn as part of the registration process.

"Service" means the content capture, content aggregation and online bookmarking services, facilitated via use of the Software, and any other related ancillary services provided by Copyn.

"Software" means any software, and any subsequent updates or modifications to that software, provided by Copyn to enable the Customer to access or use the Service.

1.2 Words importing the singular number shall include the plural and vice versa.

1.3 Any reference to a statutory provision shall include that provision as from time to time modified or re-enacted provided that in the case of modifications or re-enactments made after the date of this agreement the same shall not have effected a substantive change to that provision.

1.4 A reference to the word "person" includes a firm, a body corporate, an unincorporated association or an authority.

2.1 The procedure for applying to use the Service and the Software is set out in paragraph 9 of these Terms & Conditions.

2.2 These Terms & Conditions set out the terms upon which Copyn agrees to make the Service and the Software available to the Customer.

2.3 The Customer acknowledges that the Beta Trial is part of the process of testing the Service and the Software, and further acknowledges that:

a. the reliability and performance of the Software and the Service may be less than would be expected of a commercially launched service; and

b. Data stored by the Customer in the Database may not be available after the completion of the Beta Trial or in a commercially launched version of the Service; and

c. Copyn is under no obligation to offer a commercial version of the Service, or to continue to provide the Service after completion of the Beta Trial.

2.4 Copyn may at any time in its absolute discretion change the technical specification of the Service, which may result in the removal of certain functionality from the Service.

2.5 Copyn may at any time in its absolute discretion suspend provision of the Service at any time for any reason.

2.6 The Customer is responsible for providing (at the Customer's expense) suitable computer hardware, access to the Internet, and any other equipment, software or services necessary to access and use the Software and the Service.

2.7 Copyn grants the Customer a non-exclusive non-transferable revocable personal licence for the duration of this Contract to install and use the Software strictly as is necessary for use in conjunction with the Customer Account as part of the Service on these Terms & Conditions.

3.1 The Customer is responsible for the security and proper use of the username, password and Challenge Combination used in connection with his or her use of the Service; and must take all necessary steps to ensure that his or her password and Challenge Combination are kept confidential, secure, used properly and not disclosed to any unauthorised person.

3.2 The Customer must immediately inform Copyn if he or she at any time has any reason to believe that a password or Challenge Combination has or is likely to become known to any unauthorised person, or is being or is likely to be used in an unauthorised way.

3.3 Where the Customer has allowed his or her username and password or Challenge Combination to be made known to another person, or allows another person to use the Customer Account, the Customer shall be deemed responsible for the acts and omissions of all such persons in connection with the Service and shall be liable for any failure of such persons to perform or observe these Terms & Conditions.

3.4 If the Customer forgets or loses his or her password or username, the Customer must immediately inform Copyn. Copyn may issue the Customer with a new username and/or password, provided the Customer can satisfy such security checks as Copyn may operate in its absolute discretion including, but not limited to, the Challenge Combination.

3.5 Copyn reserves the right to restrict, suspend or terminate access to and use of the Service, and/or to require the Customer to change his or her password, if at any time Copyn considers that there is, has been, or is likely to be, a breach of security.

4.1 The Service is provided for the Customer's own use and the Customer shall not sell or attempt to sell the Service (or any part or facility of it) to any third party.

4.2 The Service must not be used by the Customer:

a. in way that does not comply with the terms of any legislation or any licence or agreement applicable to the Customer; or

b. fraudulently, in connection with a criminal offence, or otherwise unlawfully; or

c. to send, receive, upload, download, use or re-use any information or material which is offensive, abusive, indecent, defamatory, obscene or menacing, or which is in breach of confidence, copyright, privacy or any other rights; or

d. to cause annoyance, inconvenience or needless anxiety to any person; or

e. in violation of the acceptable use policy (or equivalent) of any network provider, internet service provider, or other third party whose networks or systems are used by the Customer to access the Service.

4.3 Neither the Customer nor anyone else accessing the Customer Account (whether with or without the Customer's knowledge or approval) shall use the Service otherwise than by means of a version of the Software approved by Copyn.

4.4 If the Customer, or anyone else accessing the Customer Account, uses the Service in contravention of clauses 4.1, 4.2 or 4.3 above, Copyn may treat such contravention as a repudiation of this Contract.

4.5 The Customer irrevocably and unconditionally agrees to indemnify and to hold Copyn, its officers, directors and employees harmless against claims, losses, damages, costs, expenses (including all reasonable legal fees on a "solicitor - own client" or "attorney - own client" basis) and liability (including arising from any breach of confidentiality obligations, or in connection with any infringement of Intellectual Property Rights, or in connection with any claims that stored Data constitutes illegal or defamatory material) arising from or in connection with any use of the Service by the Customer, or by anyone else accessing the Customer Account, in breach of the provisions of clauses 4.1, 4.2 or 4.3 above.

4.6 The Customer must immediately notify Copyn of any claims or legal proceedings that are brought or threatened against the Customer by a third party as a result of the Customer's use of the Service.

4.7 Copyn may, at any time in its absolute discretion, place a limit on the quantity of Data allowed to be stored in the Database by the Customer. If Copyn does place such a limit, Copyn will notify the Customer accordingly and may require the Customer to remove existing Data in order to comply with the limit and/or to refrain from storing further Data. If the Customer, or anyone else using the Customer Account, fails to comply with such requirements, Copyn may treat such failure as a repudiation of this Contract. Additionally, Copyn reserves the right to implement measures to prevent the storage of further Data, if such a limit has been imposed.

5.1 The Customer warrants that:

a. his or her use of the Service shall not amount or give rise to the violation of any third party's copyright or other intellectual property or similar rights, or to any breach of any agreement the Customer may at any relevant time have with any third party; and that

b. the Data he or she stores in connection with the vService shall not contain illegal (including, but not restricted to, obscene or defamatory) material.

The Customer shall not at any time do anything that would amount to or involve a breach of any of these warranties.

5.2 Copyn may remove, or suspend the availability of, Data previously stored by the Customer in the Database, or may prevent the storage of Data in the Database, if Copyn has been notified, or has any grounds to suspect, that such Data, its storage or its use:

a. infringes a third party's intellectual property or similar rights, or would give rise to a breach of any agreement the Customer may have with any third party; or

b. contains illegal (including, but not restricted to, obscene or defamatory) material.

5.3 In addition to its other rights and remedies set out in these Terms & Conditions, Copyn reserves the right (but shall have no obligation) to:

a. monitor usage and Data stored in connection with the Service, and initiate investigations into potential misuse or abuse of the Service by the Customer including without limitation reviewing Data; and

b. involve, and co-operate to the fullest extent possible with, law enforcement, regulatory, and other authorised agencies in the investigation and prosecution of crimes alleged or suspected to have been committed using the Service.

The Customer shall provide Copyn with all reasonable co-operation required in connection with the foregoing.

5.4 The Customer agrees that Copyn’s ability to implement the measures referred to in clauses 5.2 and 5.3 shall not affect in any way the responsibility of the Customer under this paragraph 5.

5.5 The Customer hereby irrevocably and unconditionally agrees to indemnify and keep indemnified and to hold Copyn harmless against claims, losses, damages, costs, expenses (including all reasonable legal fees on a "solicitor - own client" or "attorney - own client" basis) and liability (including arising from any breach of confidentiality obligations, or in connection with any infringement of intellectual property rights, or in connection with any claims that stored Data constitutes illegal or defamatory material) arising from or in connection with any claims or legal proceedings that are brought or threatened against Copyn by a third party because the Customer's use of the Service is in violation of any provision of the matters set out in this paragraph 5 or elsewhere in these Terms & Conditions.

6.1 The Customer may not copy, decompile, disassemble or reverse engineer the Software, or make any modifications to it, and shall ensure that no-one who accesses the Customer Account does or is able to do any of those things.

6.2 The Customer must immediately notify Copyn if he or she believes that any attempt has been made or will be made to copy, decompile, disassemble or reverse engineer the Software or make any modifications to it.

6.3 The Customer shall take all reasonable steps to ensure that no third party is able, as a result of his or her use of the Service, to copy, decompile, disassemble or reverse engineer the Software or make any modifications to it.

6.4 The Customer acknowledges that his or her licence to use the Software gives rise to no title to or other interest in the Software and that Copyn and its suppliers retain such title to and interest in the Software. All rights not specifically granted in these Terms & Conditions are hereby expressly reserved by Copyn.

6.5 The Customer hereby agrees to execute any agreement reasonably required by the owner of the copyright in the Software to protect the owner’s interest in the Software.

7.1 THE SOFTWARE AND THE SERVICE ARE PROVIDED TO THE CUSTOMER ON AN "AS IS" BASIS, WITHOUT ANY TECHNICAL SUPPORT OR WARRANTY OF ANY KIND FROM COPYN OR ITS SUPPLIERS INCLUDING, WITHOUT LIMITATION, A WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING COMPATIBILITY WITH ANY BROWSER SOFTWARE) AND NON-INFRINGEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO ALL CUSTOMERS. THE CUSTOMER MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION. These limitations or exclusions of warranties and liability do not affect or prejudice the statutory rights of a consumer (i.e. a person acquiring goods otherwise than in the course of a business).

8.1 IN NO EVENT SHALL COPYN OR ITS SUPPLIERS OR ANY OF THEM BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, PROFITS OR BUSINESS OPPORTUNITY, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE USE OR PERFORMANCE OF THE SOFTWARE OR THE SERVICE OR BOTH, THE DELAY OR INABILITY TO USE THE SOFTWARE OR THE SERVICE OR BOTH, THE INTEROPERABILITY OF THE SOFTWARE OR THE SERVICE OR BOTH WITH ANY OTHER SOFTWARE OR SERVICE, THE PROVISION OF OR FAILURE TO PROVIDE THE SOFTWARE OR THE SERVICE OR BOTH, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SOFTWARE OR THE SERVICE OR BOTH, OR OTHERWISE ARISING OUT OF THE USE OF THE SOFTWARE OR THE SERVICE OR BOTH, WHETHER BASED ON TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, EVEN IF COPYN OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO THE CUSTOMER. IF THE CUSTOMER IS DISSATISFIED WITH ANY PORTION OF THE SOFTWARE AND/OR THE SERVICE, OR WITH ANY OF THESE TERMS OF USE, THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY IS TO CEASE USE OF THE SOFTWARE AND THE SERVICE.

8.2 Where any site on the "copyn.com" or "vizimarks.com" Internet domains are hyper-linked to or from any site operated by any third party, Copyn accepts no responsibility or liability arising in respect of any content on such site, and the inclusion of such a link does not amount to any endorsement by Copyn of such linked site, its content or its operators. The Customer at all times is and shall remain responsible for his or her use of such sites including without limitation, compliance with any applicable terms of use appearing on such sites.

9.1 The registration process comprises the completion and submission of the on-line Registration Form by an applicant, followed by confirmation from Copyn of its acceptance of the applicant as a Customer. This Contract is entered into when the applicant is notified by Copyn that he or she has been accepted as a Customer. Copyn reserves the right to refuse any application to become a Customer, in its absolute discretion on any grounds it sees fit, and shall be under no obligation to explain its decisions in this regard.

9.2 The Customer provides Copyn with an e-mail address and a salutation on the on-line Registration Form. The Customer must:

a. provide Copyn with an e-mail address which is current and active, and at which all notices sent by e-mail by Copyn to the Customer will be received by theCustomer; and

b.immediately provide a new e-mail address should the previous e-mail address cease to meet the requirements of clause 9.2a; and

c. not use a salutation in contravention of clause 4.2.

9.3 For the purposes of clause 9.2, Copyn reserves the right, in its absolute discretion on any grounds it sees fit, not to accept e-mail addresses of certain types, including, but not limited to, exclusively web-based e-mail addresses; and shall be under no obligation to explain its decisions in this regard.

9.4 Copyn may, from time to time, test that the e-mail address provided by the Customer continues to meet the requirements of clause 9.2a. Copyn reserves the right, in its absolute discretion on any grounds it sees fit, to suspend or restrict access to the Service until it has received positive results from such tests.

9.5 Copyn reserves the right to require the Customer to change the salutation, or to restrict access to the Service if, in Copyn's opinion, there are reasonable grounds to believe that the salutation is, or is likely to be, offensive, abusive, defamatory, obscene, used for a dishonest purpose, or in violation of a third party's intellectual property or similar rights.

10.1 Copyn may terminate this Contract and/or the provision of the Service to the Customer at any time without notice.

10.2 Without limitation to the foregoing, Copyn may also terminate or suspend the Customer’s access to and use of the Service for inactivity, which is defined as failing to log into the Service for an extended period of time, as determined by Copyn.

10.3 Following termination Copyn shall be under no obligation to maintain any Data on the Database or elsewhere, or to forward such Data to the Customer or to any third party.

10.4 The Customer may terminate this Contract at any time by the sending of written notification to that effect to notice@vizimarks.com.

11.1 Copyn reserves the right at any time to change the Terms & Conditions pursuant to which the Software or the Service or both are offered. The Customer is and shall remain responsible for regularly reviewing these Terms & Conditions, and the Customer hereby agrees that his or her continued use of the Software or the Service of either of them constitutes his or her agreement to the Terms & Conditions as they may stand from time to time.

12.1 The Customer may not assign or transfer any of his or her rights or obligations under this Contract, without the prior written consent of Copyn.

12.2 A person who is not a party to this Contract has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term or condition of this Contract, but this does not affect any right or remedy of a third party which exists or is available apart from that Act.

13.1 Notices given under this Contract may be delivered on-line or by e-mail, in accordance with clauses 13.2, 13.3 and 13.4 below.

13.2 Copyn may publish notices to the Customer on the Vizimarks website (www.vizimarks.com). Such notices will be deemed effective on the date of publication, or otherwise as notified to the Customer by Copyn.

13.3 Copyn may send notices by e-mail to the Customer at the most recent e-mail address provided by the Customer under clause 9.2. Such notices will be deemed effective 3 days after the date sent.

13.4 The Customer may send notices by e-mail to Copyn at notice@vizimarks.com. Such notices will be deemed effective on the date received by Copyn at notice@vizimarks.com.

Refer to the Privacy Policy Statement, which forms part of this Contract.

15.1 This Contract shall be governed by and construed in accordance with the laws of England and Wales, and the parties submit to the jurisdiction of the English courts for all purposes relating to this Contract.

15.2 Termination of this Contract for whatever reason shall be without prejudice to any rights that may have accrued to Copyn prior to the date of such termination.

15.3 Paragraphs 4 (Use of the Service), 5 (Customer’s Responsibilities), 6 (Intellectual Property Rights), 7 (Disclaimer) and 8 (Limitation of Liability) shall survive termination of this Contract.

15.4 Failure by Copyn to enforce any of its rights under this Contract is not to be taken as, or deemed to be, a waiver of that right, unless Copyn acknowledges the waiver in writing.