UK ACCOUNT OWNER AGREEMENT (“Agreement”)
This Agreement is between WeShop Limited (“we”, “us”, “Company” or “WeShop”) and you and it governs the relationship between us in connection with the services we provide. Please read this Agreement carefully before you decide to register with us. If you register with us, you will be an “Account Owner” and by registering you agree to accept and be bound by this Agreement. Please note that this Agreement may change from time to time in accordance with clause 13 below. Please pay particular attention to the Code of Conduct set out in clause 5 of this Agreement and to the indemnity set out in clause 10 of this Agreement.
- The service we offer and how it works
2.1 The service we provide (“Service”) allows you, as an Account Owner, to set up your own Profile (“your Profile”) by using our electronic platform at www.weshop.co.uk (“WeShop website”). The Service is free of charge (unless you choose to subscribe for additional premium user services that we may offer from time to time).
2.2 Through the Service, you will be able to:
- create your Profile and to feature in it, and generate sales of, products and services offered by third-party retailers (“Retailers”).
- personalise your Profile (for example, adding your own content about the Retailers’ products and services that you feature).
- access your Profile via your Profile page on the WeShop website.
2.3 As an Account Owner, you do not purchase and sell your own products and services. You simply provide links to Retailers’ websites through which visitors to your Profile (“Profile Visitors”) can access and purchase the Retailers’ products and services which feature in your Profile. You do not contract with your Profile Visitors, nor are you an agent of any Retailer whose products and services you feature in your Profile. Purchases generated via your Profile are made directly by Profile Visitors from Retailers.
2.4 You will find further information about the Service and the additional features available to you on the WeShop website.
2.5 In providing our Service, we do not recommend, endorse or sell any of the products and services you feature in your Profile. We do not take responsibility for the content you place, or allow to be placed, in your Profile, which is always your responsibility. We do not endorse any of the content in your Profile, nor the products and services of Retailers that you feature in your Profile. We only take responsibility for providing the Service to you. We draw your attention to the Code of Conduct set out in clause 5 of this Agreement and to the indemnity set out in clause 10 of this Agreement.
2.6 For as long as you are an Account Owner, you will conform to and comply with the Service’s format, style, design and layout requirements (as we may amend them from time to time).
2.7 You agree that we may feature and/or refer to you and your Profile for promotional purposes including, but not limited to, as the subject of a WeShop success story, or such similar promotion or feature.
- Registering as an Account Owner
3.1 You must be at least 13 years old to register with us as an Account Owner and to create your Profile. If you are below the age of 13 years old, you are not permitted to use the Service.
3.3 You warrant to us that the information you provide when you register with us, and which you subsequently provide to us is true, accurate and not misleading.
- Code of Conduct
You undertake to us that you will abide by the following Code of Conduct:
5.1 You agree that all information, data, text, software, music, sound, photographs, graphics, video, messages or other materials ("content") appearing in your Profile, whether publicly posted or privately transmitted, is controlled by you and is your responsibility. You agree that you, and not the Company, are entirely responsible for all content that appears in your Profile and that you, and not the Company, are responsible for checking and verifying the accuracy, completeness and appropriateness of the content appearing in your Profile. In particular, you are responsible for ensuring that the content appearing in your Profile complies with this Code of Conduct.
5.2 You will abide by the “Dos and Don’ts” published by the Company on the WeShop website and which may be updated from time to time. The Dos and Don’ts reflect the principles and ethos upon which the WeShop is founded. In particular, it is a founding principle of the WeShop that every Account Owner acts in a way that is respectful and considerate towards other Account Owners, Profile Visitors, Retailers and others.
5.3 You will not purchase or bid goods or services on terms related to WeShop or Retailers on our platform (including, but not limited to, abbreviations, misspellings, stringing of the name WeShop or our Retailers’ names), or any other trade or service marks of WeShop or our Retailers ("Marks") in any domain name or within any third-party search engine or shopping portal including, but not limited to, Google, Yahoo, AOL, MSN and Ask, or otherwise. Additionally, you will not pay third parties for placement in search engines or shopping portals on the basis of your use of the Marks. You agree not to engage in any paid advertising that utilises any keyword or search term that contains any of the Marks or for the purpose of directing visitors to the WeShop website or otherwise without our prior written consent.
5.4 In connection with your Profile (and the Profile of any other Account Owner), you will not:
(a) upload, post, publish, distribute, disseminate or otherwise transmit or use (together “post”) any content that is: unlawful, defamatory, discriminatory, offensive, abusive, obscene, immoral, indecent, menacing, invasive of another's privacy, or otherwise objectionable, including but not limited to material that promotes or provides instructional information about illegal activities or promotes physical harm or injury against any group or individual;
(b) post any content that you do not have a right to make public or disclose under any law or under contractual or fiduciary relationships (such as inside information and confidential information belonging to someone else);
(c) post any content that infringes any patent, trademark, trade secret, copyright or other proprietary and intellectual property rights of any person, or rights of publicity or privacy of any person, unless you are the owner of such rights or are licensed by the owner to post such material;
(d) post any content that contravenes any applicable law or regulation (including, but not limited to, laws regulating data protection, consumer protection, distance selling, unfair competition, anti-discrimination, false advertising, copyright, trademark and privacy);
(e) carry out any activity which is regulated by law and which is required to be licensed, authorised, or approved by any statutory or official body (this includes activity regulated by the UK Financial Conduct Authority);
(f) carry out any activity which is illegal;
(g) post any review, feedback or commentary on any products or services of a Retailer that is not fair and reasonable;
(h) post any content that is pornographic or of a sexually obscene nature;
(i) post any content which is harmful to children;
(j) post any content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or servers or telecommunications equipment (including that belonging to or used by us);
(k) interfere with or disrupt our servers or the systems and networks used by us, or infringe any requirements, procedures, policies or regulations of any such systems or networks, or interfere with any third party’s use of the Service, including but not limited to (i) transmitting any material that contains viruses, trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, or (ii) attempting to gain unauthorised access to any Profile of any other Account Owner;
(l) collect, store, or distribute personal data about other users without their consent;
(m) post any content that we in our absolute discretion consider objectionable.
- Withdrawal of the service
6.1 We reserve the right to suspend or terminate your Profile and access to the Service, or parts of it, if in our view you have breached the terms of this Agreement (including the Code of Conduct).
6.2 You agree that we have the right to require you to remove (or we can without notice remove) any content appearing in your Profile, the posting of which constitutes, in our view, a breach of this Agreement (including the Code of Conduct).
6.3 You agree that we have the right to require you to change (or we can change) your username at any time, if in our view you have breached the terms of this Agreement (including the Code of Conduct).
- Intellectual Property
7.1 You will not post any content to your Profile that infringes the intellectual property rights of any party.
7.2 You grant the Company and its successors and assigns, a non-exclusive, world-wide, royalty free, perpetual, non-revocable licence to display and reproduce the content you post to your Profile, both digitally and in print, without any duty to account to you. You further agree that upon posting any content to your Profile, you grant the Company, and its successors and assigns a non-exclusive world-wide, royalty-free, perpetual, non-revocable licence to distribute, display, and reproduce such material to other members of that group.
7.3 You acknowledge that all copyright, trademarks, and other intellectual property rights in and relating to the Service and/or in the brand, concept and design of the WeShop are owned by, or licensed to, us. It is easy to copy material which appears on websites, but this does not mean it is legal. Therefore, no one may copy, distribute, show in public or create any derivative work from the Service or from the WeShop website, or any of the material which is found on the Service or on the WeShop website unless properly licensed to do so in writing by us.
- WeShop Chrome Extension
8.1 If you opt to install the WeShop Chrome Extension then by doing so you give WeShop express permission to:
- Collect and aggregate anonymous information about the products you are viewing on WeShop enabled websites.
- Insert and promote the WeShop button and offerings into your online shopping experience, at places where WeShop deem appropriate.
- Our responsibilities and liability
9.1 We warrant that the Service will be provided with reasonable care and skill with the intention of meeting our specifications for the Service, but we cannot and do not guarantee that the Service will meet your requirements or that the Service shall be uninterrupted or error free. We give no other warranty to you other than set out in this clause 9.1.
9.2 We shall be liable only as expressly provided in this Agreement and shall have no other obligation, duty or liability whatsoever in contract, tort (including negligence, breach of statutory duty and any other tort) or otherwise.
9.3 Nothing in this Agreement excludes or restricts our liability for death or personal injury resulting from our negligence.
9.4 We will not be liable to you or anyone else, whether in contract, tort (including negligence, breach of statutory duty or other tort) or otherwise:
(a) for any loss of revenue, business, anticipated savings or anticipated profits, or
(b) for any indirect, remote, special or consequential loss, economic loss, damage, costs or other claims, howsoever caused or arising, whether through non-supply, interruption or suspension of supply, or late supply of the Service or other non-performance of this Agreement or otherwise.
9.5 Except as expressly stated elsewhere in this Agreement, all representations, warranties, conditions and other terms, whether express or implied (by common law, statute, collaterally or otherwise) are hereby excluded, except in the case of fraud, or where such exclusion is not permitted by law.
9.6 For the avoidance of doubt, we will not have liability to you or any other person in respect of content posted to your Profile or for transactions between your Profile Visitors and Retailers or otherwise.
9.7 The provisions of this clause 9 shall survive the termination of this Agreement.
You shall indemnify the Company against any liabilities, proceedings, costs, damages, losses or expenses suffered by the Company as a result of (i) the content posted by you in your Profile (ii) any incorrect information given to the Company by you (iii) any other breach of this Agreement by you; or (iv) any other negligent or wrongful act carried out by you, including but not limited to, your negligent or unauthorised use of the Service. The provisions of this clause 10 shall survive the termination of this Agreement.
We reserve the right to assign this Agreement, and to assign or subcontract any or all of our rights and obligations under this Agreement. You may not without the written consent of the Company assign or dispose of this Agreement, nor subcontract any of your rights and obligations under it.
- Entire agreement
- Changes to this Agreement
13.1 We reserve the right to amend this Agreement from time to time. When we do so, we will post the new version of the Agreement on the WeShop website and you will be asked to accept or reject the amendments.
13.2 If you reject amendments to this Agreement then this Agreement shall immediately terminate, and the Service will be withdrawn.
14.1 This Agreement becomes effective when you have been registered as a Store Owner and shall remain in effect until it is terminated.
14.2 You may terminate this Agreement with immediate effect at any time by following the instructions on the WeShop website. If you do so, your Profile will be closed and you will no longer be able or entitled to operate your Profile.
14.3 We may terminate this Agreement and/or suspend you from the Service if:
(a) we consider you have breached the terms of this Agreement; or
(b) you act fraudulently or illegally in any way; or
(c) your Profile is inactive for more than 25 months.
In the event that any term of this Agreement is held to be invalid or unenforceable, the remainder of this Agreement shall remain valid and enforceable. You and we are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches.
- Governing law
16.1 This Agreement, and our relationship with you, and any dispute or claim arising out of or in connection with the Agreement or its subject matter or formation (including non-contractual disputes or claims) is governed by the laws of England and Wales.
16.2 You and we each irrevocably agree to submit to the exclusive jurisdiction of the English courts to settle any disputes or claims arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims) provided that we may enforce any judgement of the English courts in the courts of any jurisdiction.