Welcome to the Social Media website and/or Decorum portal (“Site”) which is administered by Social Media Consulting Limited (“Social Media”). Social Media provides and makes available this Site, subject to this Terms of Use agreement (“Terms” or “TOU”). These Terms explains a contractual agreement between You (“User,” “You,” “Your”) and Social Media regarding Your use of this Site. You should print a copy of these Terms for Your records. Please note, however, that Social Media may update and amend these Terms from time to time as Social Media deems necessary, at its sole discretion.
PLEASE DO NOT USE THIS SITE IF YOU DO NOT AGREE WITH THESE TERMS. BY CONTINUING TO USE THE SITE YOU AGREE TO BE BOUND BY THESE TERMS IN FULL.
1. Scope of these Terms. Included within the scope of these Terms, and together defined as “the Site”, are the following platforms:
1.1. Social Media website (https://sp-index.com/);
1.2. Social Media Resources Hub (an online hub available to customers containing further information and guidance relating to the products); and
1.3 Social Media Decorum Portal (a web-based ordering facility from which the Customer can request, access and download completed Reports in a pdf or equivalent format) used for the performance of the Services by Authorised Users in the case where Social Media and the Customer have signed an Agreement or Terms of Service; only designated Users in the Specific Terms of Service are allowed to use the Decorum Portal (“Authorised Users”).”
2. Amendments to these Terms. Social Media reserves the right, at its sole discretion, to modify, alter or otherwise update these Terms, or to change or delete any features of this Site, at any time, with or without prior notice to You. Such modifications, alterations, and updates of these Terms shall be effective immediately upon posting to the Site. You agree to be bound by such modified, altered and updated Terms if You access or use this Site after Social Media has posted notice of modifications, alterations or updates. IF YOU DO NOT AGREE WITH ANY OF THE MODIFIED, ALTERED OR UPDATED TERMS, THEN YOU SHOULD NOT USE THIS SITE AFTER SUCH MODIFICATIONS, ALTERATIONS OR UPDATES HAVE BEEN POSTED.
3. Privacy. Personal Information about You (as defined in Social Media’s Privacy Policy) that You may submit or provide to Social Media through this Site is subject to Social Media’s Privacy Policy, which can be found at https://sp-index.com/privacy-policy/ and is incorporated into these Terms. In addition, by using this Site You expressly consent to Social Media collecting Personal Information and other information about You, as more fully set out in Social Media’s Privacy Policy.
4. Use of This Site and Intellectual Property Rights.
4.1. Social Media controls and (either itself and/or through its third-party hosts) operates this Site. All content on this Site, including, but not limited to, text, images, illustrations, graphics, logos, digital downloads, data, software, headers, icons, scripts, audio clips, and video clips, is the property of Social Media or its Third Parties, and is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by and subject to United Kingdom and international copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes). The content is owned and controlled by Social Media.
4.2. You may not use any registered or unregistered trademarks, service marks, copyrighted materials or other proprietary information or intellectual property appearing on this Site, including, but not limited to, any logos, images or characters, meta tags or similar code, or hidden text or elements containing such information or property, without the express written consent of the owner of the mark or copyright. You may not frame any trademarks, service marks, copyrights, logos, images, text, or other proprietary information or intellectual property of Social Media, or otherwise incorporate into another site any of the content or other materials on this Site, without Social Media’s express prior written consent. You may not deep link to any page or portion of this Site without Social Media’s prior written consent.
4.3. Violation of trademark and copyright laws (“Infringement”) may result in significant civil liability or criminal penalties under United Kingdom and/or international copyright and trademark laws. You recognise that any reproduction or use of content, copyrights, trademarks, service marks, or other intellectual property on this Site, except as authorised by these Terms, is considered intentional Infringement.
5. User’s Responsibilities
5.1. You warrant and represent to Social Media that You will not use this Site for any purpose that is unlawful, illegal or prohibited by these Terms, including, without limitation, the sending, posting, transmitting, displaying, distributing, or knowingly receiving of or searching for any threatening, harassing, libelous, defamatory, obscene, scandalous, inflammatory, sexually oriented, pornographic, or profane material, content or images, or other images, content or messages that might be considered lewd, lascivious, excessively violent or otherwise offensive. If You violate any of these responsibilities, Your permission to use this Site immediately terminates without the necessity of any notice by Social Media to You. Social Media, at its sole discretion, retains the right to deny access to this Site to anyone for any reason, including for violation of these Terms.
5.2. You agree that any information that You provide will be true, accurate, up to date and complete. If You provide any information that is untrue, inaccurate, not up to date or incomplete (or if Social Media has reasonable grounds to suspect that such information is untrue, inaccurate, not up to date or incomplete), Social Media has the right to suspend or terminate Your access and activity relating to, and to refuse any and all current or future use of, this Site.
6. Prohibited Activities. When using the Site, You agree not to undertake any prohibited activities and You agree not to use or permit others to use this Site, without limitation, to:
6.1. take any action that imposes an unreasonable or disproportionately large load on, or waste of valuable time for, the Site’s infrastructure or resources, including, but not limited to, sending or promoting the distribution of “spam,” “junk mail,” chain letters, or other such unsolicited or unlawful mass e-mailing techniques;
6.2. disclose to, or share with, any unauthorised third parties the IDs, assigned confirmation numbers and/or passwords, or use the IDs, assigned confirmation numbers and/or passwords for any unauthorised purpose, or otherwise allow or facilitate others to gain access to Social Media’s information technology systems, environments, networks, files, data or accounts through the use of the IDs, assigned confirmation numbers and/or passwords;
6.3. access or attempt to access Social Media’s information technology systems, environments, networks, files, data or accounts to which express authorisation has not been obtained (including access to data not intended for You), or log into a server or account that You are not authorised to access;
6.4. attempt to decipher, decompile, disassemble, modify, remove or reverse engineer any of the software or HTML code comprising or in any way making up a part of this Site;
6.5. interfere with, disrupt, disable or damage (or attempt to interfere with, disrupt, disable or damage), in an unauthorised manner, the use or operation of this Site or Social Media’s, or the third party’s systems, equipment or applications, or service to any User, host, or network, including by use of any programs, scripts, commands, viruses, worms, web bugs, harmful code, Trojan horses, other contaminants, or otherwise. This includes “denial of service” attacks, “flooding” of networks, deliberate attempts to overload a service or to burden excessively a service’s resources, attempts to “crash” a host, and/or modifying or rerouting any content or services provided at this Site;
6.6. attempt to circumvent or subvert system or network security (i.e., authentication) mechanisms, or probe the security of any system, network, or account, associated or used in conjunction with this Site;
6.7. upload, post, e-mail or otherwise transmit any information, content, or proprietary rights that You do not have a right to transmit under these Terms, any law or other contractual or fiduciary relationships; and/or
6.8. use any robot, spider, intelligent agent, meta-searching, other automatic device, or manual process to search, monitor or copy Social Media’s Site pages or the content.
7. Provisions specific to the use of Social Media Decorum Portal
7.1. The Terms of Use are communicated to the Authorised User prior to using the Social Media Decorum Portal and, by clicking on the acknowledgment and agreement dedicated tick box on the Social Media Decorum Portal presentation page, the Authorised User electronically acknowledges, accepts, and signs these Terms. ACCESS TO AND USE OF THE SOCIAL MEDIA DECORUM PORTAL TRIGGER THE ACCEPTANCE TO BE BOUND BY THESE TERMS WITHOUT RESERVE.
7.2. Upon the acceptance of these Terms and subject to the continuing compliance with the Terms, Social Media grants You a nonexclusive, nontransferable, non-assignable, revocable, limited license right to access and use the Social Media Decorum Portal in accordance and within the limits of these Terms and any additional guidelines provided by Social Media. In particular, any Authorised User may use the Social Media Decorum Portal for the purposes set out in the Agreement or Terms of Service between Social Media and its Customer. This license is for the sole purpose of enabling the Authorised User to act following the Terms of the Service signed with Social Media, in the manner permitted by these Terms, by the applicable laws, and by any additional guidelines provided by Social Media. Social Media may terminate this license at any time and for any reason.
7.3. The Authorised User agrees to take appropriate measures to protect the data in the Social Media Decorum Portal against any misuse and/or unauthorised access through any methods such as appropriate screen timeout, a prohibition on writing down passwords, a prohibition to share Authorised User login credentials with another person, and promptly notifying Social Media if the Customer or Authorised User has any reason to believe their login credentials have been compromised. If the Authorised User becomes aware or has reason to believe that sensitive data has been disclosed to or accessed by an unauthorised third party, the Authorised User will immediately give notice of such event to Social Media’s Customer and Social Media at privacy@sp-index.com.
7.4. Social Media monitors the usage of Authorised User’s IDs and passwords and reserves its right to deny login when to prevent unauthorised or suspicious access or misuse of the Social Media Decorum Portal. If routine monitoring reveals a significant reason for a deeper analysis, Social Media reserves the right to suspend the Authorised User’s access, and/or conduct a comprehensive audit of the situation immediately without any notification to Authorised User. Social Media may deactivate inactive Authorised User’s IDs past ninety (90) days of inactivity.
8. Third Party Links. This Site may contain links to other sites that may or may not be affiliated with this Site and/or with Social Media. These other linked sites, including the sites of Social Media’s third-party service providers, or partners, may have different terms of use that are different to these Terms. Your access to and use of such linked sites through links provided on this Site are not governed by these Terms, but instead are governed by the terms of use and policies of those sites, and Social Media disclaims any and all responsibility for Your access to and use of such linked sites. Social Media does not endorse, control, or assume any responsibility for the content, policies, or practices of any third-party websites or services that You may access through this Site.
9. NO WARRANTIES
9.1. ALL CONTENT, PRODUCTS AND SERVICES ON THIS SITE, UNLESS OTHERWISE EXPRESSLY STATED IN WRITING BY SOCIAL MEDIA, ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. OTHER THAN THOSE WARRANTIES WHICH, UNDER THE U.K. LAWS APPLICABLE TO THESE TERMS, ARE IMPLIED BY LAW AND ARE INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION, SOCIAL MEDIA DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT.
9.2. NEITHER SOCIAL MEDIA, ITS AFFILIATED OR RELATED ENTITIES, NOR THE THIRD PARTIES, NOR ANY PERSON INVOLVED IN THE CREATION, PRODUCTION, HOSTING AND/OR DISTRIBUTION OF THIS SITE, WARRANT THAT THE FUNCTIONS, FEATURES OR SERVICES CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVER THAT MAKES THE CONTENT AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE CONTENT THAT YOU ACCESS ON THIS SITE IS PROVIDED SOLELY FOR YOUR CONVENIENCE AND INFORMATION. SOCIAL MEDIA DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THIS SITE, OR AS TO THE RELIABILITY, ACCURACY OR CURRENCY OF ANY CONTENT, SERVICE, AND/OR MERCHANDISE PROVIDED OR ACQUIRED PURSUANT TO YOUR USE OF THIS SITE.
9.3. YOUR USE OF THIS SITE IS AT YOUR OWN RISK. YOU (AND NOT SOCIAL MEDIA) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING (INCLUDING, WITHOUT LIMITATION, YOUR INTERNET CONNECTION) AND REPAIR OR CORRECTION OF YOUR COMPUTER, NETWORK AND/OR SYSTEM.
10. LIMITATION OF LIABILITY. IN NO EVENT SHALL SOCIAL MEDIA, ITS AFFILIATED OR RELATED ENTITIES OR THIRD PARTIES, NOR ANY OF ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, OR ANY PERSON OR ENTITY INVOLVED IN THE CREATION, PRODUCTION, DISTRIBUTION AND HOSTING OF THIS SITE, BE LIABLE FOR ANY DIRECT, ACTUAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OF ANY KIND, WHETHER ARISING UNDER CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER SOCIAL MEDIA (OR ITS AFFILIATED OR RELATED ENTITIES OR PROVIDERS) KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, FROM THE USE OR ATTEMPTED USE OF THIS SITE OR ANY OTHER LINKED SITE.
11. Governing Law and Jurisdiction. By accessing this Site, You agree that these Terms and Your use of the Site shall be governed in all respect by the laws of the United Kingdom (England and Wales). You further agree to submit to the exclusive jurisdiction and venue of the courts located in the United Kingdom for all disputes, cases and controversies regarding this Site, Your use of this Site, and any matter arising out of or related to these Terms.
12. Indemnification. Social Media reserves the right to report any wrongdoing, if and when it becomes aware of it, to any applicable government or law enforcement agencies. You agree to indemnify, defend and hold Social Media, its and their officers, directors, employees, affiliated or related entities, third parties, agents, licensors, and suppliers, harmless from and against any and all claims, demands, actions, costs, liabilities, losses and damages of any kind (including attorneys’ fees) resulting from Your use of this Site, Your breach of any provision of these Terms and/or any negligent acts, omissions or intentional wrongdoing by You relating to or arising from Your use of this Site.
13. General Provisions. Social Media’s failure to act with respect to a breach by You or others does not waive Social Media’s right to act with respect to subsequent or similar breaches. If any provision of these Terms is held to be invalid or unenforceable, such provision will be struck and the remaining provisions enforced. Headings are for reference purposes only. You and Social Media are dealing at arms’ length, creating a commercial relationship. Social Media is not Your agent, representative or fiduciary. The provisions and conditions of these Terms, and each obligation referenced herein, represent the entire agreement between Social Media and You, and supersede any prior agreements or understandings not incorporated herein. In the event that any inconsistencies exist between these Terms and any future published terms of use or understanding, the last published Terms shall prevail.
SOCIAL MEDIA RESERVES ANY RIGHTS NOT EXPRESSLY GRANTED OR STATED IN THESE TERMS.
