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Website Terms of Use and Acceptable Use Policy

WEBSITE TERMS OF USE
VERSION 1.0
LAST REVISED ON: 19 MAY, 2017

Thank you for visiting our website, please explore and enjoy!

The website located at www.toydrop.co.uk (the “Site”) is a copyrighted work belonging to Toydrop

Limited (“Company”, “us”, “our”, and “we”). ToyDrop is an ethical toy subscription service for babies

and toddlers.

Please read these Terms and Policies carefully before you start to use our Site. We recommend that you

print a copy of these for future reference.

By using LL Website, you confirm that you accept these Terms and Policies and that you agree to comply

with them regardless of whether you choose to register with us. If you do not agree to these Terms and

Policies, you must not use our website in any way. These Terms of Use apply to all users of the site,

including, without limitation, users who are browsers, customers, and/ or contributors of content.

Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted

on the Site in connection with such features. Without limitation to the preceding sentence, your

submission of information, including personal information, through or in connection with the Site is

governed by the terms of our privacy policy as updated from time to time, available at [Insert link to

Privacy Policy] (“Privacy Policy”).

All such additional terms, guidelines, and rules, including our Privacy Policy, are incorporated by

reference into these terms of use (these “Terms”).

These Terms set forth the legally binding terms and conditions that govern your use of the Site. By

accessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that you

represent), and you represent and warrant that you have the right, authority, and capacity to enter into

these Terms (on behalf of yourself or the entity that you represent). If you do not agree with all of the

provisions of these Terms, do not access and/or use the Site.

1. ACCOUNTS

1.1 Account Creation. In order to use certain features of the Site, you must register for an account

(“Account”) and provide certain information about yourself as prompted by the account registration

form. You represent and warrant that: (a) all required registration information you submit is truthful

and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at

any time, for any reason, by following the instructions on the Site. Company may suspend or terminate

your Account in accordance with Section 8.

1.2 Account Responsibilities. You are responsible for maintaining the confidentiality of your

Account login information and are fully responsible for all activities that occur under your Account. You

agree to immediately notify Company of any unauthorised use, or suspected unauthorized use of your

Account or any other breach of security. Company cannot and will not be liable for any loss or damage

arising from your failure to comply with the above requirements.

2. ACCESS TO THE SITE

2.1 Licence. Subject to these Terms, Company grants you a non-transferable, non-exclusive,

revocable, limited licence to use and access the Site solely for your own personal, non-commercial use.

2.2 Certain Restrictions. The rights granted to you in these Terms are subject to the following

restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise

commercially exploit the Site, whether in whole or in part, or any content displayed on the Site; (b) you

shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of

the Site; (c) you shall not access the Site in order to build a similar or competitive website, product, or

service; and (d) except as expressly stated herein, no part of the Site may be copied, reproduced,

distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.

Unless otherwise indicated, any future release, update, or other addition to functionality or content of

the Site shall be subject to these Terms. All copyright and other proprietary notices on the Site (or on

any content displayed on the Site) must be retained on all copies thereof.

2.3 Modification. Company reserves the right, at any time, to modify, suspend, or discontinue the

Site (in whole or in part) with or without notice to you. You agree that Company will not be liable to you

or to any third party for any modification, suspension, or discontinuation of the Site or any part thereof.

2.4 No Support or Maintenance. You acknowledge and agree that Company will have no obligation

to provide you with any support or maintenance in connection with the Site.

2.5 Ownership. Excluding any User Content that you may provide (defined below), you

acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and

trade secrets, in the Site and its content are owned by Company or Company’s suppliers. Neither these

Terms (nor your access to the Site) transfers to you or any third party any rights, title or interest in or to

such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1.

Company and its suppliers reserve all rights not granted in these Terms. There are no implied licences

granted under these Terms.

3. USER CONTENT

3.1 User Content. “User Content” means any and all information and content that a user submits

to, or uses with, the Site (e.g., content in the user’s profile, account or postings). You are solely

responsible for your User Content. You assume all risks associated with use of your User Content,

including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your

User Content that personally identifies you or any third party. You hereby represent and warrant that

your User Content does not violate our Acceptable Use Policy (defined in Section 3.3). You may not

represent or imply to others that your User Content is in any way provided, sponsored or endorsed by

Company. Because you alone are responsible for your User Content, you may expose yourself to liability

if, for example, your User Content violates the Acceptable Use Policy. Company is not obligated to

backup any User Content, and your User Content may be deleted from the Site at any time without prior

notice. You are solely responsible for creating and maintaining your own backup copies of your User

Content if you desire.

3.2 Licence. You hereby grant (and you represent and warrant that you have the right to grant) to

Company an irrevocable, nonexclusive, royalty-free and fully paid, worldwide licence to reproduce,

distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and

otherwise use and exploit your User Content, and to grant sublicences of the foregoing rights, solely for

the purposes of including your User Content in the Site. You hereby irrevocably waive (and agree to

cause to be waived) any claims and assertions of moral rights or attribution with respect to your User

Content.

3.3 Acceptable Use Policy. The following terms constitute our “Acceptable Use Policy”:

(a) You agree not to use the Site to collect, upload, transmit, display, or distribute any User Content

(i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral

right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is

unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar,

defamatory, false, intentionally misleading, trade libellous, pornographic, obscene, patently offensive,

promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is

otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law,

regulation, or obligations or restrictions imposed by any third party.

(b) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site any

computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii)

send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam,

chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether

commercial or otherwise; (iii) use the Site to harvest, collect, gather or assemble information or data

regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or

create an undue burden on servers or networks connected to the Site, or violate the regulations, policies

or procedures of such networks; (v) attempt to gain unauthorized access to the Site (or to other

computer systems or networks connected to or used together with the Site), whether through password

mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site;

or (vi) use software or automated agents or scripts to produce multiple accounts on the Site, or to

generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site

(provided, however, that we conditionally grant to the operators of public search engines revocable

permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent

necessary for creating publicly available searchable indices of the materials, but not caches or archives

of such materials, subject to the parameters set forth in our robots.txt file).

3.4 Enforcement. We reserve the right (but have no obligation) to review any User Content, and to

investigate and/or take appropriate action against you in our sole discretion if you violate the

Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any

other person. Such action may include removing or modifying your User Content, terminating your

Account in accordance with Section 8, and/or reporting you to law enforcement authorities.

3.5 Feedback. If you provide Company with any feedback or suggestions regarding the Site

(“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall

have the right to use and fully exploit such Feedback and related information in any manner it deems

appropriate. Company will treat any Feedback you provide to Company as non-confidential and non-

proprietary. You agree that you will not submit to Company any information or ideas that you consider

to be confidential or proprietary.

4. INDEMNIFICATION. You agree to indemnify Company (and its officers, employees, and agents),

including costs and legal fees, from any claim or demand made by any third party due to or arising out of

(a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or

regulations or (d) your User Content. Company reserves the right, at your expense, to assume the

exclusive defence and control of any matter for which you are required to indemnify us, and you agree

to cooperate with our defence of these claims. You agree not to settle any matter without the prior

written consent of Company. Company will use reasonable efforts to notify you of any such claim,

action or proceeding upon becoming aware of it.

5. THIRD-PARTY LINKS & ADS; OTHER USERS

5.1 Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or

display advertisements for third parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links

& Ads are not under the control of Company, and Company is not responsible for any Third-Party Links &

Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does

not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-

Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level

of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the

applicable third party’s terms and policies apply, including the third party’s privacy and data gathering

practices. You should make whatever investigation you feel necessary or appropriate before proceeding

with any transaction in connection with such Third-Party Links & Ads.

5.2 Other Users. Each Site user is solely responsible for any and all of its own User Content.

Because we do not control User Content, you acknowledge and agree that we are not responsible for

any User Content, whether provided by you or by others. We make no guarantees regarding the

accuracy, currency, suitability, or quality of any User Content. Your interactions with other Site users

are solely between you and such users. You agree that Company will not be responsible for any loss or

damage incurred as the result of any such interactions. If there is a dispute between you and any Site

user, we are under no obligation to become involved.

5.3 Release. Subject to applicable law, you hereby release and forever discharge the Company (and

our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each

and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action

and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or that

relates directly or indirectly to, the Site (including any interactions with, or act or omission of, other Site

users or any Third-Party Links & Ads).

6. DISCLAIMERS

The Site is provided on an “as-is” and “as available” basis, and, to the extent permitted by applicable

law, Company (and our suppliers) expressly disclaim any and all warranties and conditions of any kind,

whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness

for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. We (and our suppliers)

make no warranty that the Site will meet your requirements, will be available on an uninterrupted,

timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code,

complete, legal, or safe.

7. LIMITATION ON LIABILITY

To the maximum extent permitted by law, and subject to the final paragraph in this Section 7, in no

event shall Company (or our suppliers) be liable to you or any third party for any lost profits, lost data,

costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental,

special or punitive damages arising from or relating to these Terms or your use of, or inability to use, the

Site, even if Company has been advised of the possibility of such damages. Access to, and use of, the

Site is at your own discretion and risk, and you will be solely responsible for any damage to your device

or computer system, or loss of data resulting therefrom.

To the maximum extent permitted by law, and subject to the final paragraph in this Section 7, our

liability to you for any damages arising from or related to these Terms (for any cause whatsoever and

regardless of the form of the action), will at all times be limited to a maximum of fifty pounds sterling

(GBP 50). The existence of more than one claim will not enlarge this limit. You agree that our suppliers

will have no liability of any kind arising from or relating to these Terms.

The exclusions in this Section 7 shall apply to the maximum extent permitted by law, but Company does

not exclude liability for death or personal injury caused by its negligence, fraud or fraudulent

misrepresentation, or any other liability which may not be excluded by law.

8. TERM AND TERMINATION. Subject to this Section, these Terms will remain in full force and effect

while you use the Site. We may suspend or terminate your rights to use the Site (including your

Account) at any time for any reason at our sole discretion, including for any use of the Site in violation of

these Terms. Upon termination of your rights under these Terms, your Account and right to access and

use the Site will terminate immediately. You understand that any termination of your Account may

involve deletion of your User Content associated with your Account from our live databases. Company

will not have any liability whatsoever to you for any termination of your rights under these Terms,

including for termination of your Account or deletion of your User Content. Even after your rights under

these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2

to 2.5, and Sections 3 to 9.

9. GENERAL

9.1 Changes. These Terms are subject to occasional revision, and if we make any substantial

changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if

any), and/or by prominently posting notice of the changes on our Site. You are responsible for providing

us with your most current e-mail address. In the event that the last e-mail address that you have

provided us is not valid, or for any reason is not capable of delivering to you the notice described above,

our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the

changes described in the notice. Any changes to these Terms will be effective upon the earlier of thirty

(30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar

days following our posting of notice of the changes on our Site. These changes will be effective

immediately for new users of our Site. Continued use of our Site following notice of such changes shall

indicate your acknowledgement of such changes and agreement to be bound by the terms and

conditions of such changes.

9.2 Electronic Communications. The communications between you and Company use electronic

means, whether you use the Site or send us emails, or whether Company posts notices on the Site or

communicates with you via email. For contractual purposes, you (a) consent to receive communications

from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices,

disclosures, and other communications that Company provides to you electronically satisfy any legal

requirement that such communications would satisfy if it were be in a hardcopy writing.

9.3 Entire Terms. These Terms constitute the entire agreement between you and us regarding the

use of the Site.

9.4 Waiver. A waiver by Company of any right or remedy under these Terms shall only be effective

if it is in writing, executed by a duly authorized representative of Company and shall apply only to the

circumstances for which it is given. Our failure to exercise or enforce any right or remedy under these

Terms shall not operate as a waiver of such right or remedy, nor shall it prevent any future exercise or

enforcement of such right or remedy. No single or partial exercise of any right or remedy shall preclude

or restrict the further exercise of any such right or remedy or other rights or remedies.

9.5 Headings and Interpretation. The section titles in these Terms are for convenience only and

have no legal or contractual effect. The word “including” means “including without limitation”.

9.6 Severability. If any provision of these Terms is, for any reason, held to be invalid or

unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable

provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted

by law.

9.7 Relationship between you and us. You confirm that you are acting on your own behalf and not

for the benefit of any other person. Your relationship to Company is that of an independent contractor,

and neither party is an agent or partner of the other.

9.8 Assignment. These Terms, and your rights and obligations herein, may not be assigned,

subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent,

and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be

null and void. Company may freely assign these Terms. The terms and conditions set forth in these

Terms shall be binding upon assignees.

9.9 Governing Law and Jurisdiction. These Terms and any dispute or claim arising out of or in

connection with their subject matter or formation (including non-contractual disputes or claims) shall be

governed by and construed in accordance with the law of England and Wales. You agree that the courts

of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in

connection with the subject matter or formation (including non-contractual disputes or claims) of these

Terms.

9.10 Copyright/Trademark Information. [ ] is a UK registered trademark of Toydrop

Limited.[Note to Anna – do you have any EU or UK Trademarks? If so add the Trademark Numbers

here] We expressly reserve all rights in and to the www.toydrop.co.uk domain name and all related

domains and sub-domains. Copyright © 2017 Toydrop Limited. All rights reserved. All trademarks, logos

and service marks (“Marks”) displayed on the Site are our property or the property of other third

parties. You are not permitted to use these Marks without our prior written consent or the consent of

such third party which may own the Marks.

9.11 Contact Information. If you wish to contact us in writing, or if these Terms require you to give

notice to us in writing, please contact us at:

Anna Whitaker

Address: 59 Falmer Road, London, United Kingdom, E17 3BH

Email: hello@toydrop.co.uk