MAKE A FRIEND TERMS OF SERVICE

PLEASE READ THESE TERMS OF SERVICE BEFORE USING THE MAKE A FRIEND SERVICE OFFERED BY CEARDANNAN S-BVBA. THESE TERMS OF SERVICE CONSTITUTE THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE MAKE A FRIEND WEBSITE AND SERVICES, FEATURES AND CONTENT OFFERED BY CEARDANNAN S-BVBA (COLLECTIVELY, THE “MAKE A FRIEND SERVICE”).

Acceptance of Terms of Service

By registering for and/or using the Make a Friend Service in any manner, you agree to all of the terms and conditions contained herein (“Terms of Service”), which also incorporate Make a Friend’s Privacy Policy.

Access

Subject to these Terms of Service, Ceardannan S-BVBA may offer to provide the Make a Friend Service to you, solely for your own use, and not for the use or benefit of any third party.

Registration

You may browse the Make a Friend website and app without registering, but as a condition to using most aspects of the Make A Friend Service, you are required to register with the Make a Friend Service and provide the Make a Friend Service with suitable registration information. Failure to do so is considered a breach of these Terms of Service, which may result in immediate termination of your Make a Friend account.

You shall not:

  • create more than one account for yourself
  • create any account for anyone other than yourself without such person’s permission
  • use a username that is the name of another person with the intent to impersonate that person
  • use a username that is a name that is otherwise offensive, vulgar or obscene or otherwise unlawful

Ceardannan S-BVBA reserves the right to refuse registration of or cancel a username in its sole discretion. You are solely responsible and liable for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Make a Friend password. You shall never use another user’s account without such other user’s prior permission.

You represent and warrant that you are an individual and you are of legal age to form a binding contract. The Make a Friend Service is not available to individuals who are younger than 14 years old. Ceardannan S-BVBA may, in its sole discretion, refuse to offer the Make a Friend Service to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms of Service are in compliance with all laws, rules and regulations applicable to you and the right to access the Make a Friend Service is revoked where these Terms of Service or use of the Make a Friend Service is prohibited and, in such circumstances, you agree not to use or access the Make a Friend Service in any way.

Content

All content, whether publicly posted or privately transmitted, is the sole responsibility of the person who created it. Ceardannan S-BVBA cannot guarantee the authenticity of any content which users may provide about themselves on the Make a Friend Service. You acknowledge that all content accessed by you using the Make a Friend Service is at your own risk and you will be solely responsible and liable for any damage or loss to you or any other party resulting therefrom. For purposes of these Terms of Service, the term “content” includes, without limitation, “answers”, “ratings of answers”, “freeform questions”, “messages”, information, data, text, photos, generated, provided, or otherwise made accessible by Ceardannan S-BVBA on or through the Make a Friend Service. Content added, created or uploaded by users to the Make a Friend Service is collectively called “User Created Content”.

Make a Friend Content and its Copyright

The Make a Friend Service contains content specifically provided by Ceardannan S-BVBA and such content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws, as applicable. You shall abide by and maintain all copyright notices, information, and restrictions contained in any content accessed through the Make a Friend Service.

Subject to these Terms of Service, Ceardannan S-BVBA grants each user of the Make a Friend Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the content, solely for personal, non-commercial use. Use, reproduction, modification, distribution or storage of any content for other than personal, non-commercial use is expressly prohibited without prior written permission from Ceardannan S-BVBA. You shall not sell, license, rent, or otherwise use or exploit any content for commercial (whether or not for profit) use or in any way that violates any third party right.

User Created Content

We may use your User Created Content in a number of different ways in connection with the Make a Friend Service, determined by Ceardannan S-BVBA in its sole discretion, including but not limited to, publicly displaying it, reformatting it, incorporating it into marketing materials, advertisements and other works, creating derivative works from it, promoting it and distributing it, but with respect to the Privacy Policy. By submitting User Created Content through the Make a Friend Service, you hereby do and shall grant Ceardannan S-BVBA a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, copy, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Created Content in connection with the Make a Friend Service. For clarity, the foregoing license grant to Ceardannan S-BVBA does not affect your other ownership or license rights in your User Created Content, including the right to grant additional licenses to the material in your User Created Content, unless otherwise agreed in writing with Ceardannan S-BVBA.

You represent and warrant that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

You understand that all information publicly posted or privately transmitted through the Make a Friend Service is the sole responsibility of the person from which such content originated; that Ceardannan S-BVBA will not be liable for any errors or omissions in any content; and that Ceardannan S-BVBA cannot guarantee the identity of any other users with whom you may interact in the course of using the Make a Friend Service.

Rules and Conduct

You agree not to use the Make a Friend Service for any purpose that is prohibited by these Terms of Service. You are responsible for all of your activity in connection with the Make a Friend Service. Additionally, you shall abide by all applicable local, state, national and international laws and regulations.

By way of example, and not as a limitation, you shall not (and shall not permit any third party to either take any action or upload, download, post, submit or otherwise distribute or facilitate distribution of any content on or through the Make a Friend Service, including without limitation any User Created Content, that:

  • is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, promotes bigotry, discrimination or violence, or is otherwise inappropriate as determined by Ceardannan S-BVBA in its sole discretion;
  • infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty;
  • you know is false, misleading, untruthful or inaccurate;
  • constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (“spamming”);
  • contains software viruses or any other computer codes, files, worms, logic bombs or programs that are designed or intended to disrupt, disable, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Ceardannan S-BVBA or any third party;
  • impersonates any person or entity
  • includes anyone’s identification documents or sensitive financial information<
  • breaches the Privacy Policy

You shall not (directly or indirectly):

  • take any action that imposes or may impose (as determined by Ceardannan S-BVBA in its sole discretion) an unreasonable or disproportionately large load on the Make a Friend Service’s infrastructure;
  • interfere or attempt to interfere with the proper working of the Make a Friend Service or any activities conducted on the Make a Friend Service;
  • bypass any measures Ceardannan S-BVBA may use to prevent or restrict access to the Make a Friend Service (or other accounts, computer systems or networks connected to the Make a Friend Service);
  • run any form of auto-responder or “spam” on the Make a Friend Service;
  • use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the website;
  • harvest or scrape any content from the Make a Friend Service;
  • modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, republish, repurpose, sell, trade, or in any way exploit the Make a Friend Service or site content (other than your User Created Content), except as expressly authorized by Ceardannan S-BVBA;
  • decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Make a Friend Service (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction;
  • copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder;
  • otherwise take any action in violation of Ceardannan S-BVBA’s guidelines and policies with regard to the Make a Friend Service.

Ceardannan S-BVBA does not guarantee that any content or user created content (as defined above) will be made available through the Make a Friend Service. Ceardannan S-BVBA has no obligation to monitor the Make a Friend Service, Content or User Created Content. However, Ceardannan S-BVBA reserves the right to (i) remove, suspend, edit or modify any content in its sole discretion, including without limitation any User Created Content at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if Ceardannan S-BVBA is concerned that you may have violated these Terms of Service), or for no reason at all and (ii) to remove, suspend or block any User Created Content from the Make a Friend Service. Ceardannan S-BVBA also reserves the right to access, read, preserve, and disclose any information as Ceardannan S-BVBA reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce these Terms of Service, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to user support requests, or (v) protect the rights, property or safety of Ceardannan S-BVBA, its users and the public.

Feedback and Idea Submission

Ceardannan S-BVBA or any of its employees do not accept or consider unsolicited ideas. Please do not submit any unsolicited ideas, original creative artwork, suggestions or other works (“submissions”) in any form to Ceardannan S-BVBA or any of its employees. This to avoid potential misunderstandings or disputes when the Make a Friend Service’s products or marketing strategies might seem similar to ideas submitted to Ceardannan S-BVBA. If, despite our request that you not send us your ideas, you still submit them, then regardless of what your letter says, the following shall apply to your submissions.

By sending us any submissions, you agree that (i) your submissions and their contents will automatically become the property of Ceardannan S-BVBA and Ceardannan S-BVBA shall be entitled to the unrestricted use of the submission for any purpose whatsoever, commercial or otherwise, without compensation or attribution to you, (ii) your submissions do not contain the confidential or proprietary information of third parties, (iii) Ceardannan S-BVBA will consider the submissions to be non-confidential and non-proprietary, (iv) Ceardannan S-BVBA may have something similar to the submissions already under consideration or in development, and (v) Ceardannan S-BVBA will have no obligations concerning the submissions, contractual or otherwise (including but not limited to an obligation to keep the submissions confidential).

Ceardannan S-BVBA does, however, welcome your feedback regarding the Make a Friend Service. If you want to send us your feedback, and we hope you do, we simply request that you send it to us at feedback@makeafriend.mobi.It is a way in which Ceardannan S-BVBA can learn how to best satisfy your needs. Any feedback you provide to Ceardannan S-BVBA or any of its employees shall be deemed to be non-confidential. Ceardannan S-BVBA shall be entitled to the unrestricted use of the feedback for any purpose whatsoever, commercial or otherwise, without compensation or attribution to you.

Termination

Ceardannan S-BVBA may terminate your access to all or any part of the Make a Friend Service, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the website or contained in the privacy policy. Any fees paid hereunder are non-refundable. All provisions of these Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Indemnity

To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Ceardannan, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from your use of the Make a Friend Service, including your downloading, installation, or use of the Make a Friend Service, or your violation of these Terms of Service.

Disclaimer of warranties

a. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MAKE A FRIEND SERVICE IS AT YOUR SOLE DISCRETION AND RISK AND THAT THE MAKE A FRIEND SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND.

b. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR MOBILE DEVICE, OR OTHER DEVICE, OR LOSS OF DATA THAT RESULTS FROM SUCH USE.

c. CEARDANNAN S-BVBA FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WITH RESPECT TO THE MAKE A FRIEND SERVICE.

d. THE MAKE A FRIEND SERVICE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER ACTIVITIES IN WHICH THE FAILURE OF THE MAKE A FRIEND SERVICE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT CEARDANNAN S-BVBA AND ITS LICENSORS ARE NOT LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE MAKE A FRIEND SERVICE, INCLUDING ANY LOSS OF DATA OR DAMAGE TO YOUR MOBILE DEVICE OR OTHER DEVICE, WHETHER OR NOT CEARDANNAN S-BVBA OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

Governing Law

A printed version of these Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Ceardannan S-BVBA agree that any cause of action arising out of or related to the Make a Friend Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

Save for users located in the US, the following arbitration and governing law provisions shall apply:

These Terms of Service and any disputes or claims arising out of or in connection with it shall be governed by, and construed in accordance with, the laws of England. All disputes or claims arising out of or relating to these Terms of Service shall be subject to the exclusive jurisdiction of the English Courts to which the Parties irrevocably submit.

Solely in respect of users located in the US, the following governing law provisions shall apply:

These Terms of Service shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflicts of law rules, and the United States of America. For all purposes of these Terms of Service, the parties consent to exclusive jurisdiction and venue in the United States Federal Courts or state courts located in the Southern District of New York. Use of the Make a Friend Service is not authorized in any jurisdiction that does not give effect to all provisions of these Terms of Service, including without limitation, this section. If you are accepting these Terms of Service on behalf of a United States federal government entity that is legally unable to accept the controlling law, jurisdiction or venue clauses above, then those clauses do not apply to you but instead these Terms and any action related thereto will be will be governed by the laws of the United States of America (without reference to conflict of laws) and, in the absence of federal law and to the extent permitted under federal law, the laws of the State of New York (excluding choice of law).

Integration and Severability

These Terms of Service are the entire agreement between you and Ceardannan S-BVBA with respect to the Make a Friend Service, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Ceardannan S-BVBA with respect to the Make a Friend Service. If any provision of these Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms of Service to be binding, Ceardannan S-BVBA must provide you with written notice of such waiver through one of its authorized representatives.

Modification of Terms of Service

Ceardannan S-BVBA reserves the right, at its sole discretion, to modify or replace any of these Terms of Service, or change, suspend, or discontinue the Make a Friend Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Make a Friend website or by sending you notice through the Make a Friend Service or via email. Ceardannan S-BVBA may also impose limits on certain features and services or restrict your access to parts or all of the Make a Friend Service without notice or liability. It is your responsibility to check these Terms of Service periodically for changes. Your continued use of the Make a Friend Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.

Cancellation of these Terms of Service

In respect of users located in the EEA who wish to receive Services, and/or provide User Created Content, and/or provide or access content via the site, such users may have a right to cancel these Terms of Service under the European Distance Selling Directive (97/7/EC) (“Directive”) within 7 days of accepting these Terms of Service solely to the extent such right applies under the Directive to such users, save that if such right to cancel applies, it shall cease to exist from the time of actual use of the Make a Friend Service, and/or provision of the User Created Content, and/or provision or access of content via the Make a Friend Service by such users.

Miscellaneous

Ceardannan S-BVBA shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Ceardannan S-BVBA’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including “line-noise” interference). These Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with Ceardannan S-BVBA’s prior written consent. Ceardannan S-BVBA may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Service and neither party has any authority of any kind to bind the other in any respect.

Unless otherwise specified in these Term of Service, all notices under these Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.

Solely in respect of users located in the EEA and/or Australia, in respect of these Terms of Service and your use of the Make a Friend Service, Content or User Created Content, nothing in these Terms of Service shall be deemed to grant any rights or benefits to any person, other than us and you (and our and your respective successors in title or assignees), or entitle any third party to enforce any provision hereof, and we and you agree that we do not intend that any provision of these Terms of Service should be enforceable by a third party.

Language

Where Ceardannan S-BVBA has provided you with a translation of the English language version of these Terms of Service, then you agree that the translation is provided for your convenience only and that the English language versions of the Terms will govern your relationship with Ceardannan S-BVBA.

If there is any contradiction between what the English language version of these Terms of Service says and what a translation says, then the English language version shall take precedence.

Contact

You may contact Ceardannan S-BVBA at the following address: Interleuvenlaan 62, 3001 Heverlee, Belgium

Effective Date: June 1, 2012