Terms of Use
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE WEBSITE OR APPLICATION
Date of last revision: 2-9-2020
1. TERMS OF WEBSITE USE
1.1 All capitalised but as yet undefined terms shall have the meanings given to them in these terms of use (the “Terms of Use”).
1.2 These Terms of Use together with the following documents set out the terms on which You may Use the Website:
1.2.1 the privacy policy contained at https://phlow.com/privacy-policy (the “Privacy Policy”), sets out the terms on which phlow processes any personal data phlow collects from you, or that you provide to phlow. By Using the Website, you consent to such processing and you warrant that all data provided by you is accurate;
1.2.2 the acceptable use policy contained at https://phlow.com/acceptable-use-policy (the “Acceptable Use Policy”), sets out the permitted uses and prohibited uses of the Website. When Using the Website, you must comply with this Acceptable Use Policy; and
1.2.3 the cookie policy contained at https://phlow.com/cookie-policy (the “Cookie Policy”), sets out information about the cookies on the Website, (together the ‘‘Policy Documents’’).
1.3 These Terms of Use apply to all Users of the Website. Please read these Terms of Use carefully before Use and phlow recommends that you print a copy for Your future reference.
1.4 By Using the Website, You accept these Terms of Use and all those terms contained in the Policy Documents, and You agree to comply with them. If You do not agree to these Terms of Use or any terms contained in the Policy Documents, You must not Use the Website.
1.5 Whilst phlow will use reasonable endeavours to notify You in advance of any change, phlow may revise or amend these Terms of Use and any of the terms contained in any of the Policy Documents at any time and any changes will be binding on You. Please check the relevant pages for any such changes.
1.6 phlow may update or change the Website or its content at any time; however phlow is under no obligation to do so.
1.7 Your specific attention is drawn to those terms that:
1.7.1 permit phlow and selected third parties to put cookies on Your computer (please see the Cookie Policy);
1.7.2 limit our liability to you (please see clause 10);
1.7.3 require You to indemnify phlow in certain circumstances (see clause 9); and
1.7.4 explain the meanings and implications of the various Intellectual Property Rights that may exist in any User Content (see clause 11).
2. INTERPRETATION
In these Terms of Use:
Account means the unique account granted to each Account Holder;
Account Details means the unique account name and log-in details such as username and password;
Account Holder means the User in whose name the Account is registered;
Intellectual Property Rights means patents, trade marks, rights in respect of logos and get up, trade names, designs, domain names, copyright, database rights, semi-conductor topography rights, utility models, other intellectual or industrial property rights and any rights therein, in each case whether registered or unregistered and including applications for registration, and all rights or forms of protection having equivalent or similar effect anywhere in the world including any such rights which may now or in the future subsist;
Magazine means a stream of filtered and relevant User Content unique to each Account;
Use/Using includes accessing or browsing, or registering for an Account with the Website (whether as a guest or the Account Holder) and includes uploading or receiving User Content;
User means the person Using the Website (whether as an Account Holder or otherwise) or the entity or organisation that person represents, and You and Your shall be construed accordingly;
User Content includes comments, captions, watermarks, images and tags and any other content permitted by the Website’s functionality from time to time, uploaded to the Website by any User;
Website means www.phlow.com and includes any application downloaded for use on any mobile device, whether by iOS, Android or otherwise.
3. WHO WE ARE
3.1 The Website is a site operated by phlow Zone Limited (“phlow”). phlow is registered in England and Wales under company number 09777976 and its registered office is at 78 York Street, London W1H 1DP.
3.2 phlow is a private limited company trading as ‘phlow’. phlow is an online magazine that allows Users to consume and upload relevant pictorial content on one single media platform.
3.3 To contact phlow, please email phlow at contact@phlow.com.
4. WEBSITE ACCESS
4.1 The Website is made available to Users free of charge. To receive access to the Website as an Account Holder You must comply with these Terms of Use at all times.
4.2 phlow has the right to disable, suspend or terminate any Account, or to deny access to any Account Holder if in phlow’s reasonable opinion You have failed to comply with any of these Terms of Use.
4.3 To be eligible for an Account You must be at least 16 years of age and you represent and warrant to phlow that all information You provide to phlow to verify Your age is true and accurate.
4.4 To become an Account Holder You must provide phlow with the information phlow requires. If phlow approves Your application phlow will create an Account and issue You with Your Account Details. Your Account Details are unique to You as the Account Holder and are issued on the express understanding that they are for Your use only.
4.5 As an Account Holder, You will:
4.5.1 make all arrangements necessary to ensure secure and safe access to the Website;
4.5.2 prevent any unauthorised use of Your Account or the unauthorised disclosure of Your Account Details;
4.5.3 ensure that all persons who Use the Website through Your Account, whether through Your Internet connection or otherwise, are aware of these Terms of Use and that they comply with them; and
4.5.4 notify phlow of any breach of security, unauthorised use or inadvertent disclosure of the Account or Account Details as soon as reasonably practicable after discovery.
4.6 phlow does not guarantee that the Website, or any User Content, will always be available or uninterrupted.
5. ACCOUNTS AND REGISTRATION
5.1 This Website allows Users to create and maintain a non-commercial profile online without cost by allowing Users to:
5.1.1 create and personalise a standard profile for Your Account;
5.1.2 upload User Content to Your Account;
5.1.3 appropriately tag Your User Content to permit streams to filter and distribute Your content by relevant keywords;
5.1.4 create Your own Magazines;
5.1.5 view User Content uploaded by other Users in Magazine format;
5.1.6 comment on User Content;
5.1.7 search for and view profiles of other Users; and
5.1.8 share User Content.
5.2 You must not Use the Website for commercial purposes unless You have phlow’s permission to do so.
5.3 You shall be required to register in order to create an Account. To register, You must provide phlow with the information phlow requires. When registering for an Account You warrant to phlow that:
5.3.1 You are not currently under the age of 16;
5.3.2 You are not registering on behalf of someone else;
5.3.3 all information provided to phlow on registration is true, complete and accurate in relation to the Account Holder and that you will update and maintain such information where necessary;
5.3.4 You are not barred by the laws of Your country from Using the Website; and
5.3.5 You will keep Your Account Details safe and secure and will not distribute them to any third party.
5.4 When creating an Account and providing phlow with Your Account Details, You are required to adhere to the Acceptable Use Policy. phlow reserves the right to suspend and/or terminate Your Account and require You to alter Your, or provide alternative, Account Details if phlow believe that Your Account Details do not comply with our Acceptable Use Policy.
5.5 You may hold more than one Account with phlow, but only one Account is permitted per email address. If You are in breach of any term of the Policy Documents for one Account, phlow reserves the right to terminate any or all of Your Accounts. Please see clause 12 for more information.
6. CLOSING YOUR ACCOUNT
6.1 Closing Your Account means shutting off Your profile and removing access to all of Your information from the Website.
6.2 Your Account will only be closed if it is shut down by phlow or You tell phlow to do so. Once Your Account is closed:
6.2.1 Your access to the Website through that Account will cease;
6.2.2 Your profile attached to that Account will no longer be visible on the Website;
6.2.3 any User Content uploaded by that Account will be removed; and
6.2.4 Your information may temporarily be displayed on third party search engines due to the way they collect and update their data.
7. USER CONTENT
7.1 User Content is personal to the Account. The Account Holder is responsible for any User Content submitted through the relevant Account unless phlow has been notified of unauthorised access or Use under clause 4.5.4. User Content will not, at any time, be deemed to reflect or represent phlow’s views or values.
7.2 When You publish User Content through Your Account, there is no privacy function or setting and therefore by uploading any User Content, You are allowing everyone to access and view that User Content and to associate it with You. You are solely responsible for backing up Your own User Content.
7.3 Whenever You make use of a feature that allows You to upload User Content to the Website, or to make contact with other Users of the Website, You must comply with the content standards set out in the Acceptable Use Policy. User Content is merely published by phlow without verification or endorsement and You agree and acknowledge that:
7.3.1 phlow may use, modify, edit and distribute Your posted content in accordance with the rights You have given phlow at the time you upload the relevant User Content without payment to You. Please see clause 11 for more information about the various usage rights You can grant to phlow when You upload any User Content;
7.3.2 phlow may refuse to accept, or remove either in whole or in part, any User Content from its systems without prior notice or reason. This can include, but is not limited to, third party copyright infringement, User Content uploaded with inaccurate information provided or where phlow considers that any User Content has become obsolete or is no longer of use or relevance to the relevant Account or other Users; and
7.3.3 Your User Content will be open for view and comment by other Users, and phlow will not be responsible for what other Users do with Your User Content.
8. LINKING AND FRAMING
8.1 You may link to, or frame any part of the Website provided that You do:
8.1.1 so in a way that is fair, legal and does not damage phlow’s reputation or take advantage of such; and
8.1.2 not establish a link to, or frame any part of, the Website in such a way as to suggest any form of association, approval or endorsement on our part where none exists.
8.2 phlow reserves the right to withdraw the permission granted under clause 8.1 without notice.
8.3 Where the Website contains links to other sites and resources provided by third parties, these links are provided for Your information only. phlow has no control over the contents of those sites or resources, and phlow does not endorse the content of those websites or the practices of those that operate them.
9. WARRANTIES AND INDEMNITIES
9.1 phlow does not guarantee that the Website, or any User Content:
9.1.1 will be free from errors or omissions;
9.1.2 will be secure or free from bugs or viruses; or
9.1.3 is accurate, reliable, complete or up-to-date.
9.2 You warrant to phlow that:
9.2.1 all information provided by You on registration or when uploading any User Content is true, accurate, reliable and complete; and
9.2.2 You own, or otherwise have the right, to upload the relevant piece of User Content.
9.3 phlow shall use reasonable endeavours to ensure that:
9.3.1 the Website functions correctly and is accurate and complete in all material respects;
9.3.2 any data or User Content on the Website is not defamatory, obscene, illegal or otherwise objectionable; and
9.3.3 any data provided by phlow does not contain any viruses or software that may be malicious or harmful and that can be detected by commercially available virus checking software.
9.4 The Website, User Content and Your Account are provided by us on an ‘as is’ basis without any representation, endorsement or approval and without warranty of any kind whether express or implied, including but not limited to the implied warranties of satisfactory quality, fitness for a particular purpose, compatibility, non-infringement, accuracy and security.
9.5 phlow does not guarantee or represent that access to the Website and the User Content contained on it will always be accurate, complete or current or that Your access will be uninterrupted.
9.6 You warrant to phlow that any such User Content in Your control complies with the standards required by the Acceptable Use Policy and You will be liable to phlow, and will indemnify phlow, for any expense, liability or loss whatsoever (whether arising under statute or at common law) as a result of Your breach of this warranty.
9.7 Each User of the Website shall be liable for, and shall agree to indemnify phlow, together with phlow’s employees against any expense, liability, loss, claim or proceedings whatsoever and howsoever arising to phlow in respect of:
9.7.1 personal injury to or death of any person which may arise out of any act, omission or default committed by You, Your employees, sub-contractors and agents in the performance, non-performance or part performance of these Terms of Use;
9.7.2 any claim by any third party that any User Content uploaded by Your Account infringes the Intellectual Property Rights of that third party in that User Content; and
9.7.3 any injury, loss or damage whatsoever to any property real or personal (including property belonging to phlow) arising out of, in the course of, or caused by the operation of the Website (including any loss resulting from any wrongful or deliberate act of any employee agent or sub-contractor or other person under Your direct control).
10. DISCLAIMER AND LIABILITY LIMITATION
10.1 You acknowledge that the following limitations and exclusions of liability are reasonable as the Website is not bespoke and is available for Use free of charge.
10.2 Receipt of the User Content and the Website is entirely at Your own risk. You will be solely responsible for any resultant damage to Your software or computer systems and/or any resultant loss of data from Your Use of the Website and/or any reliance you may place on the Website.
10.3 phlow expressly disclaims all liability (whether incurred directly or indirectly) for all loss, damage and/or upset that You suffer from:
10.3.1 the Use of, or inability to Use, the Website;
10.3.2 the loss or corruption of any data that You store with phlow;
10.3.3 the temporary or permanent unavailability of the Website or phlow’s services;
10.3.4 the actions of another User;
10.3.5 any claim that the Use of User Content by Your Account infringes the Intellectual Property Rights of any third party in that User Content;
10.3.6 a virus or other malicious software infecting Your computer or device where You do not have up-to-date anti-virus software; or
10.3.7 an advertisement of another company that is displayed on the Website.
10.4 Nothing in these Terms of Use shall limit phlow’s liability for death or personal injury caused by negligence, and/or the negligence of phlow’s respective employees or agents or for fraud.
11. INTELLECTUAL PROPERTY
11.1 The domain name www.phlow.com is the property of phlow Zone Limited.
11.2 By posting any User Content on the Website You grant to phlow and other Users of the Website a:
11.2.1 licence to use that User Content in accordance with the usage rights you select when uploading the relevant User Content (including displaying Your name and/or logo in product search results or providing a link to pages on Your Account): and
11.2.2 limited licence to access, view, re-distribute, crop and/or take a screenshot of that content and to distribute and make it available to third parties.
11.3 In addition to the rights You automatically grant to phlow when uploading User Content (as detailed in clause 11.2), when You upload any User Content to the Website via Your Account, You will be required to provide phlow with specific information relating to the ownership of the Intellectual Property Rights in that User Content, Your rights to upload it and phlow’s and other User’s rights to utilise the User Content. You can licence User Content to phlow on one of the following licence models:
11.3.1 All Rights Reserved: You will licence the User Content to phlow on a fully rights-managed basis, restricting phlow and other Users from Using the relevant User Content except in accordance with the functionality of the Website as detailed in clause 11.2 (i.e. showing Your images individually or in streams or online magazines in phlow or embedded in third party websites).
11.3.2 Copyleft: You will upload the relevant User Content into the public domain on an un-copyrighted basis, allowing other Users and phlow the right to share the User Content and adapt, remix, transform or otherwise build upon the User Content, including converting the User Content into work of their own and distributing it as their own.
11.4 The licences granted in clauses 11.2 and 11.3 shall terminate either when You delete the relevant User Content or Your Account is disabled or closed.
11.5 You are reminded that User Content is personal to the relevant Account (as set out in clause 7.1) and You are advised to carefully consider Your use of User Content prior to Use. As set out in clause 10.3.5 phlow expressly disclaims all liability in full for any losses or liabilities that You may incur as a result of the infringement of any third party’s Intellectual Property Rights in any User Content.
11.6 Subject to clause 11.5, You accept, acknowledge and agree that phlow owns all rights, titles to and interests in the Website, including without limitation all Intellectual Property Rights, and that You shall not acquire any such rights, titles to, or interests in the Website (except as expressly set forth in these Terms of Use).
11.7 Nothing in these Terms of Use will change the ownership of the Intellectual Property Rights of You, phlow or any third party in any User Content.
11.8 Additionally, as an Account Holder You grant phlow a licence on the same terms as those in this clause 11 to use Your Intellectual Property Rights for the purposes of promoting the Website by means of referring to the fact of Your registration. In doing so, phlow will use reasonable efforts to ensure that phlow does not do anything that damages Your goodwill or reputation.
11.9 You may not:
11.9.1 modify the paper or digital copies of any User Content that is not Your own; or
11.9.2 copy, reproduce, modify or download the Website whether in whole or in part, unless You are granted such right pursuant to clause 11.3.
11.10 Where you reasonably consider that any User Content infringes Your Intellectual Property Rights, You must notify phlow promptly upon discovery Using the notification procedures and ‘report image’ functions contained on the Website. This will allow phlow to temporarily remove the relevant User Content while phlow contact the relevant User who will have 10 days to notify phlow if they wish to contest the removal of the relevant User Content. Where the User reasonably considers that their User Content is not infringing Your Intellectual Property Rights, You will have 14 days from the date on which you are notified of the other User’s intention to challenge its removal to issue a claim.
11.11 Where you do not issue a claim before the expiry of 14 days, phlow may restore the User Content to the Website. Failure to issue a claim within the period listed in clause 11.11 does not affect any of Your rights or remedies which may exist at law.
11.12 Notwithstanding any other right or remedy available to phlow either by law or contained elsewhere in these Terms of Use, You agree to indemnify and hold phlow, phlow’s officers, directors, employees and agents harmless from and against any claims, disputes or proceedings and any liabilities, costs, losses, damages and fees that phlow may incur as a result of a claim or dispute being brought against phlow by any third party as a result of the User Content you upload infringing the Intellectual Property Rights of a third party.
12. TERM AND TERMINATION
12.1 These Terms of Use apply to all Users of the Website whether or not they are an Account Holder. If you become an Account Holder, these Terms of Use and the obligations contained in them will continue to apply for any Use of the Website even if access to the Website through Your Account has been terminated, disabled or suspended.
12.2 In addition to the rights granted at clause 4.1, phlow may terminate Your access to the Website at any time by deleting or disabling any or all of Your Accounts and remove any User Content associated with the relevant Accounts for breach of these Terms of Use.
12.3 phlow may change, suspend or discontinue all or any aspect of the Website at any time.
12.4 Where Your Account has been disabled or terminated for any reason, and in accordance with the Privacy Policy, phlow reserves the right to disclose Your personal data associated with Your Account, including the Account Details, to assist with or start any investigation or enquiry into the Account Holder’s Use of the Website.
13. DATA PROTECTION
All personal data You provide to phlow is subject to the Privacy Policy and the Cookie Policy. You agree that phlow may collect, use and disclose Your information in accordance with these policies.
14. NOTICES
14.1 Applicable laws require that some of the information or communications phlow send to you should be in writing. When Using the Website, you accept that communication with phlow will be mainly electronic and phlow will contact You by e-mail to the address registered with the Account. For contractual purposes, You agree to this electronic means of communication and You acknowledge that all contracts, notices, information and other communications that phlow provide to You electronically comply with any legal requirement that such communications be in writing. This condition does not affect Your statutory rights.
14.2 You may send notices to phlow by email to contact@phlow.com. Notices will be deemed received and properly served immediately when posted on the Website or 24 hours after an e-mail is sent. In proving the service of any notice, it will be sufficient to prove in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.
15. GENERAL
15.1 If any provision or part-provision of the Policy Documents become illegal, invalid or unenforceable such provision will be deemed modified to the minimum extent necessary to make it valid, legal or enforceable. If such modification is not possible, such provision will be deleted without affecting the enforceability, legality or validity of any other provision of the relevant Policy Documents .
15.2 All Policy Documents are personal to You and You may not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of Your rights and/or obligations under the same. A person who is not a party to these Policy Documents will have no right to enforce any provision of them.
15.3 Failure by phlow to insist upon strict performance of any part of the Policy Documents, or delay in or failure to exercise any rights or remedies to which phlow is entitled shall not constitute a waiver of such rights or remedies, nor shall termination of the Policy Documents by phlow operate as a waiver of any of the Policy Documents. Any express waiver of any breach of the Policy Documents by phlow does not constitute a waiver of any subsequent breach of the Policy Documents. Waivers shall only be valid if recorded in writing and signed by the party waiving.
15.4 A person who is not a party to the Policy Documents shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of their terms. All rights not expressly granted to You are reserved by phlow.
15.5 These Terms of Use, and all those contained in the Policy Documents and all matters arising from or connected with the same are governed by English law and any dispute between You and phlow, including disputes relating to non-contractual obligations, will be subject to the exclusive jurisdiction of the English courts.
15.6 You have the right to contact phlow in relation to any queries you have in relation to any of the Policy Documents. Please direct all queries to contact@phlow.com in the first instance, or to phlow’s registered address.