Becoming a Member entitles you to have access to areas of the Site which are not available to Guests, create profiles for you and your horses and to post advertisements in our listings.
Accessing the Site as a Visitor is free of charge. Member Profiles are also free. For advertising, please contact the Host, www.horsescout.com/contact.
Acceptable Use Policy: the policy set out at clause 8.1 below.
Charges: the fees charged by the Host for hosting paid-for Content on the Site.
Content: comprises all content posted by Members including both free content (news, updates and contributions to discussions made by Members) and paid-for content (advertising and sales listings for horse and pony sales, stallions at stud and industry services) and content includes any kind of text, information, image, or audio or video material which can be incorporated in a website for access by a visitor to that website.
Guest: a visitor to the Site who is not a Member or who is a Member but who is not logged on as such.
Intellectual Property Rights: all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including copyright, know-how, confidential information, trade secrets, business names and domain names, trade marks, service marks, trade names, patents, petty patents, utility models, design rights, semi-conductor topography rights, database rights and all rights in the nature of unfair competition rights or rights to sue for passing off.
Materials: the materials provided to the Host by the Member from time to time for incorporation in the Site as Content and including all photographs, data and information provided by the Member including artwork and text.
Member: someone who has subscribed to the Site by giving their email contact details, first and last names (being those by which they are generally known and/or which appear on relevant official ID documentation e.g. driving licence, passport, student ID card).
Profile: a profile posted on the Site by a Member, being a profile either of that Member or of a horse or pony owned / ridden / being sold or (if a stallion) offered for stud by that Member. A Member may only have one account at a time hosted on the Site with profiles for horses, job roles and services.
Services: hosting the Site and hosting Content within the Site, including paid-for Content comprising advertisements placed by Members.
Site: the website at www.horsescout.com hosted by the Host to which you are a Visitor pursuant to this agreement.
Visitor: a visitor to the Site whether a Member or a Guest.
1.1 Clause headings do not affect the interpretation of this agreement.
1.2 References to clauses are (unless otherwise provided) references to the clauses of this agreement.
1.3 Words in the singular include the plural and in the plural include the singular.
1.4 A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, application or re-enactment and includes any subordinate legislation for the time being made under it.
1.5 References to including and include(s) shall be deemed to mean respectively including without limitation and include(s) without limitation.
1.6 References to written or writing include material submitted electronically.
2.1 Any Visitor to the Site who wishes to become a Member may complete the membership application set out at http://www.horsescout.com/join. Membership is not available to children under 13. The prior consent of the parent or guardian of a minor (under 18) who is a Member or potential Member is required where any minor who is a Member wishes to place paid-for Content but consent is not required for placing other Content.
2.2 All use of the Site by Visitors is subject to the Acceptable Use Policy (set out in clause 8.1) and the Host reserves the right to terminate any Member’s membership and to block any IP address from which a Visitor accesses the Site if the Host becomes aware of any breach of the Acceptable Use Policy which the Host believes on reasonable grounds to be caused by that Member or to make use of that IP address as the case may be.
2.3 For the avoidance of doubt, any breach of the age policy set out in clause 2.1 above constitutes a breach of the Acceptable Use Policy and accounts opened or operated in breach of the age policy are liable to be terminated or suspended by the Host without advance notice.
2.4 Members are, in consideration of paying the Charges, entitled to advertise horses and ponies for sale or loan and stallions for stud through the Site and also place other advertisements as permitted by the Host advertising policy in place from time to time (“paid-for Content”). In order to do so they must submit Materials in accordance with requirements of the Host for paid-for Content as may be published on the Site or communicated to the Member from time to time, including filling in all required fields of information requested by the Host. Questions and format for information gathering is the Host copyright and subject to the Host copyright disclaimer.
2.5 When the Member sends the Host new paid-for Content or Materials for the Site the Host agrees to use reasonable endeavours to make advertisements go live on the Site within 2 working days of receiving such Content and receiving payment of any applicable Charges.
2.6 Advertisements will remain live on the Site during the period contracted for by the Member, subject to their continued compliance with the Acceptable Use Policy set out in clause 8.1.
2.7 Provided the relevant Materials are provided in accordance with clause 2.4 above, the Host will not make any changes to the paid-for Content without the Member’s prior written consent.
2.8 The Host shall contact the Member and give a minimum of 2 working days’ notice of any changes to the Site which will alter the display of advertisements on the Site as set out in clause 2.5.
2.9 In relation to Content and Materials the Host acts only as a conduit and is not responsible for the accuracy of any Content or Materials supplied by any Member.
3. CHARGES AND PAYMENT
Charges for paid-for Content based on advertisements for horses and ponies for sale or loan or stallions at stud shall be due and paid in advance, before placing the Content and shall be calculated in accordance with the Host’s advertising charges as set out on the advertise page which may be updated from time to time. All Charges are inclusive of VAT.
4.1 Each of the parties warrants to the other that it has full power and authority to enter into and perform this agreement.
4.2 The Member warrants that the Material supplied by it is accurate and up-to date and complies with the Acceptable Use Policy and that it will inform the Host if any Material becomes inaccurate, out of date or non-compliant with the Acceptable Use Policy set out in clause 8.1. The Member warrants that Content or Material will not infringe the Intellectual Property Rights of any third party, that proposed advertisements supplied by it comply in all respects with the Codes of Advertising Practice issued by the Advertising Standards Authority and it has required all necessary consents and permissions (including without limitation under the Data Protection Act) to allow the Host to use Material as set out in this agreement.
4.3 The Host shall perform the Services with reasonable care and skill and in accordance with generally recognised commercial practices and standards. The Host will use all reasonable endeavours to ensure that the Site is free of material errors and material defects.
4.4 Given the inherent limitations of the internet, no warranty is given that the operation of the Site will be uninterrupted and no warranty is given with respect to any third party service or infrastructure required to operate the Site. The Host agrees to give the Member reasonable notice of any scheduled outages and downtimes of the Site.
5. LIMITATION OF REMEDIES AND LIABILITY
5.1 Nothing in this agreement shall operate to exclude or limit either party’s liability for:
(a) death or personal injury caused by its negligence; or
(b) fraud; or
(c) any other liability which cannot be excluded or limited under applicable law.
5.2 Neither party shall be liable to the other for any loss of profit, anticipated profits, revenues, anticipated savings, goodwill or business opportunity, or for any indirect or consequential loss or damage.
5.3 Save for clause 5.1 Host aggregate liability in respect of claims based on events in any calendar year arising out of or in connection with this agreement, or any collateral contract, whether in contract or tort (including negligence) or otherwise, shall in no circumstances exceed 125% of the charges paid or payable by any Member for paid-for Content placed by that Member in the twelve month period ending with the date of the claim.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The Member hereby confirms that it owns the copyright in any image or any other material uploaded to the Site and to only upload Content created by the Member.
6.2 The Member retains all Intellectual Property Rights in the Content and Materials, and grants the Host a licence to use such Intellectual Property Rights to the extent required to perform its obligations pursuant to this agreement including without limitation by hosting the Content and Materials.
6.3 Save for the Materials, all Intellectual Property Rights in the adverts and listings developed or used by the Host in performing the agreement, in and in the Site as a whole will remain the property of the Host and will only be licensed to the Member to use as contemplated by this agreement during its term. For the avoidance of doubt, data sourced by the Host shall remain the property of the Host and the sequence, structure and organisation of databases and forms created by the Host are also the property of the Host, notwithstanding the ownership by the Member of any raw data used to populate such databases or forms.
6.4 The Member hereby grants to the Host (and any business partner of the Host who has been authorised by the Host to use the Content) a non-exclusive licence to use the Content and Materials uploaded by the Member to the Site for advertising, marketing, promotional and any other commercial purposes.
6.5 Any Content and Materials uploaded by a Member used by the Host in the promotion of the Site shall carry a credit line. Any failure to provide such credit line shall not be deemed to be a breach, as long as the Host uses its reasonable endeavours to rectify such failure within a reasonable period from the date of notice of such failure by the Member.
6.6 The Member acknowledges that it is their responsibility for protecting any Content and Materials against image misuse by any third party, for example, but not limited to the insertion of a watermark. The Host assumes no responsibility and is not liable for any Content or Material misuse.
6.5 The Member hereby indemnifies the Host from any liability resulting from breaches of copyright as a result of the Content and Materials being uploaded to the Site by the Member or the Host.
7.1 Each party (the indemnifying party) shall indemnify the other (the party indemnified) against all damages, losses and expenses arising as a result of any action or claim of infringement of Intellectual Property Rights of a third party arising out of the acts or omissions of the indemnifying party in connection with this agreement.
7.2 The Member shall indemnify the Host in respect of any costs, claims, damages and expenses arising out of inaccuracy in any Materials supplied by the Member to the Host or included in any Content posted to the Site by the Member, where in each case such Content or Materials are in breach of the Acceptable Use Policy set out in clause 8.1.
7.3 The indemnity in clause 7.1 and 7.2 is subject to the following conditions:
(a) the party indemnified notifying the indemnifying party in writing of the action or claim;
(b) the party indemnified making no admissions or settlements without the indemnifying party’s prior written consent;
(c) the party indemnified giving the indemnifying party all information and assistance that the indemnifying party may reasonably require; and
(d) the party indemnified allowing the indemnifying party complete control over the litigation and settlement of any action or claim.
8. SITE CONTENT
8.1 All Content uploaded by any Member or supplied Materials to the Host by any Member must abide by the Acceptable Use Policy, namely:
8.2 The Host may, acting in its sole discretion, remove Content from the Site at any time.
8.3 In the case of paid-for Content, except where such Content is removed on the basis that the Host, acting reasonably, determines that the same contravenes the Acceptable Use Policy, the Host will refund to the Member any unused pre-paid Charges in respect of such Content.
9. DATA PROTECTION
9.1 The Host warrants that, to the extent it processes any Personal Data on behalf of the Member:
(a) it shall act only on instructions from the Member; and
(b) it has in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data; and
9.2 In this clause 9, Personal Data has the meaning given in the Data Protection Act 1998
10. APPLICATION OF TERMS AND TERMINATION
10.1 The terms relating to use of the Site by Visitors apply to all persons using the Site in any capacity so long as they are using it, and in the event of any change in version of these terms, the terms applicable at the date when a Visitor commences an individual session logged on to the Site.
10.2 The remaining terms of this clause apply to the provision by the Host of services in relation to paid-for Content, such as advertising.
10.3 Either party may terminate this agreement immediately at any time by written notice to the other party if:
(a) that other party commits any material breach of its obligations under this agreement which (if remediable) is not remedied within 14 days after the service of written notice specifying the breach and requiring it to be remedied; or
(b) that other party:
(i) ceases to trade (either in whole, or as to any part or division involved in the performance of this agreement); or
(c) that other party has been subject to a Force Majeure Event as defined in clause 12 below for a continuous period of more than 90 days.
(ii) becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable to that party; or
(iii) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the whole or part of the business or assets of that party, or notice of an intention to appoint such a person is given or documents relating to such an appointment are filed with any court; or
(iv) the ability of that party’s creditors to take any action to enforce their debts is suspended, restricted or prevented or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the sums owing to them in satisfaction of those sums; or
(v) any process is instituted which could lead to that party being dissolved and its assets being distributed to its creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction); or
10.4 On expiry or termination of this agreement all provisions of this agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing or is expressly stated to continue shall continue in full force and effect.
11. SCOPE OF SERVICES
Any request to change the scope of the Services shall be agreed in writing between the Parties.
12. FORCE MAJEURE
12.1 The definition in this clause applies in this agreement.
Force Majeure Event: any event arising that is beyond the reasonable control of the affected party (including any industrial dispute affecting any third party, governmental regulations, fire, flood, disaster, civil riot or war).
12.2 A party who becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in performing its obligations under this agreement shall forthwith notify the other and shall inform the other of the period for which it is estimated that such failure or delay will continue. The affected party shall take reasonable steps to mitigate the effect of the Force Majeure Event.
13.1 The definition in this clause applies in this agreement.
Confidential Information: all information, whether technical or commercial (including all specifications, drawings and designs, disclosed in writing, on disc, orally or by inspection of documents or pursuant to discussions between the parties), where the information is:
(a) identified as confidential at the time of disclosure; or
(b) ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.
13.2 Each party shall protect the Confidential Information of the other party against unauthorised disclosure by using the same degree of care as it takes to preserve and safeguard its own confidential information of a similar nature, being at least a reasonable degree of care.
13.3 Confidential Information may be disclosed by the receiving party to its employees, affiliates and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.
13.4 The obligations set out in this clause 13 shall not apply to Confidential Information that the receiving party can demonstrate:
(a) is or has become publicly known other than through breach of this clause 13; or
(b) was in the possession of the receiving party prior to disclosure by the other party; or
(c) was received by the receiving party from an independent third party who has full right of disclosure; or
(d) was independently developed by the receiving party; or
(e) was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other prompt written notice of the requirement.
13.5 The obligations of confidentiality in this clause 13 shall not be affected by the expiry or termination of this agreement.
14.1 A notice given under this agreement:
(a) shall be in writing in the English language (or be accompanied by a properly prepared translation into English);
(b) shall (if sent to the Host) be sent to the address of the Host given on the Site and if sent to the Member shall be sent to the Member’s most recent email address given to the Site.
The Host may assign or transfer any of its rights or obligations under this agreement to any person operating the Site.
16. ENTIRE AGREEMENT
17. THIRD PARTY RIGHTS
17.1 The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under this agreement is not subject to the consent of any person who is not a party to this agreement.
17.2 No person has any rights under the Contracts (Rights of Third Parties) Act 1999 in respect of this agreement.
18. VARIATION AND WAIVER
18.1 A variation of this agreement shall be in writing and signed by or on behalf of both parties to this agreement.
18.2 A waiver of any right under this agreement is only effective if it is in writing and it applies only to the party to whom the waiver is addressed and the circumstances for which it is given. No waiver shall be implied by taking or failing to take any other action.
18.3 Unless specifically provided otherwise, rights arising under this agreement are cumulative and do not exclude rights provided by law.
19.1 If any provision (or part of a provision) of this agreement is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force.
19.2 If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
20. GOVERNING LAW AND JURISDICTION
20.1 This agreement and any disputes or claims arising out of or in connection with its subject matter are governed by and construed in accordance with the laws of England.
20.2 The parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement.
20.3 The parties agree that they will use all reasonable efforts to resolve any dispute which arises by amicable discussion and negotiation without resorting to court.