RareBridge

Terms and Conditions

Please read these terms and conditions carefully. They contain important information about your rights and obligations. You can print out these terms and conditions by clicking the print icon on your browser.

1 Introduction

1.1 RareBridge (our 'Website', 'the Site') is owned and operated by Neuvate Limited ('Neuvate', 'we', 'us' or 'our'), registered company number 07002147 in England and Wales. Our Website is a social networking platform with the objective of facilitating more effective interaction between professionals ('the Services').

1.2 These terms and conditions together with our Privacy Policy govern our relationship with users of our Website and all activity on the Site. By accessing or using our Website, you agree to be legally bound by these terms and conditions as they may be modified and posted on our Website from time to time.

1.3 If you do not wish to be bound by these terms and conditions then you may not use our Website.

2 Eligibility

To be eligible to use our Website you must meet the following criteria and by using the Site, you represent and warrant to us that:

2.1 all registration information you submit is true, accurate, complete and current;

2.2 you will maintain and promptly update your registration information to keep it true, accurate and complete;

2.3 you have the full power and authority to enter into this agreement with Neuvate and in so doing, you will not violate any other agreement which you are party to;

2.4 you are 18 years of age or older;

2.5 you are not a competitor of Neuvate;

2.6 your use of our Website will not violate any applicable law or regulation.

3 Membership

3.1 We reserve the right to restrict your access to our Website or any part of it. Only our members may have access to the restricted areas of the Site.

3.2 To become a member of RareBridge, you must register on the Site. When you sign up to be a member, you will be asked to choose a username and a password.

3.3 It is your responsibility to:

3.3.1 keep your password secure at all times;

3.3.2 maintain the confidentiality of your password;

3.3.3 refrain from using other members' accounts;

3.3.4 refrain from permitting others to use your account and/or from disclosing your username and password to any third party;

3.3.5 promptly notify Neuvate if you suspect any unauthorised use of your account.

3.4 You are solely responsible for any and all use of your username and password until you close down your account, unless you prove that your account was compromised through no fault of your own.

3.5 We reserve the right to terminate your membership at any time, at our sole discretion.

4 Conversations

4.1 Once you have become a member, you will be able to specify topics of interest and additional criteria such as location and community interest. Postings ('Conversation', 'Conversations') matching the specified criteria may then be perused.

4.2 You will also be able to submit your own free public or private Conversations such as discussions, articles and events, as well as Premium Postings as described in clause 5. While we will endeavour to effectively match postings to interests, we cannot warrant that the eventual audience of a Conversation will be limited to those meeting specified criteria.

4.3 You understand that all data, text, software, music, sound, photographs, graphics, video, messages or other materials submitted by you to us ('Content'), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom the Content originated. This means that you, (and not us), are entirely responsible for all Content that you upload, post, email or otherwise send via our Website. We do not warrant the accuracy, integrity or quality of the Content of any Conversation that has been provided by third parties.

4.4 Under no circumstances will we be liable in any way for Content, including, without limitation, any errors or omissions in Content, or for any loss or damage of any kind incurred as a result of your use of Content. You agree that you must evaluate and bear all risks associated with the use of Content including any reliance on its accuracy or completeness.

4.5 Whilst we facilitate reporting of inappropriate Content, we take no responsibility for any Conversations posted by third parties that may be considered inappropriate, discriminatory and/or offensive.

4.6 We reserve the right to withdraw Conversations at our sole discretion.

5 Premium Postings

5.1 Premium Postings include, without limitation, public Conversations entailing expertise and recruitment requirements; commercial opportunities; and advertisements which will appear to other users.

5.2 Any member who wishes to make a Premium Posting may purchase credits. Credits are deducted as other members either read or respond to the Premium Postings ('Premium Service', 'Premium Services'). The amount of credit to be deducted is determined by the posting member. However we have absolute discretion over the priority allocated to display of individual Conversations and we will provide information to assist in determining what is a competitive "bid" for achieving a high priority.

We make no warranty with regard to the effectiveness of any Premium Postings on our Website and/or the anticipated response rate. However we will only deduct credits for actual reads or responses.

5.3 We may require a payment from members responding to requirements for expertise. Where this is the case, the member must purchase credits which are deducted at the time of the response.

5.4 Procedures for purchase of credit are displayed on our Website. You must pay by credit or debit card.

5.5 You warrant that you are entitled to use the credit or debit card used for your purchase and that there are sufficient funds or credit facilities to cover the cost of any credits purchased. We reserve the right to obtain validation of your credit or debit card details before providing you with the Services.

5.6 We are not able to accept payment by cheque, cash, or any other method, save as stated in clause 5.4 above.

5.7 All credits must be used up within 12 months of purchase.

6 Refund policy

Any purchase of our Services requires you to utilise our automated software (where the computer software is "unsealed" by the computer immediately on purchase). All transactions of this type are exempt from cancellation under the Consumer Protection (Distance Selling Protection) Regulations 2000. Accordingly, all credits purchased are non-refundable, even if you were to terminate this agreement. However, we may in our absolute discretion, provide full or partial refunds or free credits in lieu of refunds.

7 Code of conduct

7.1 You agree that you will not use any part of our Website to:

7.1.1 act dishonestly or unprofessionally by posting inappropriate, inaccurate, or objectionable Content to our Website;

7.1.2 publish inaccurate or inappropriate information on your profile;

7.1.3 upload, post, email or otherwise send any Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libellous, invasive of another's privacy, hateful or racially, ethnically or otherwise objectionable;

7.1.4 upload a profile image that is misleading or inappropriate, such as a profile image that is not your likeness;

7.1.5 impersonate any person or entity, falsely state or otherwise misrepresent your affiliation with a person or entity or disguise the origin of any Content;

7.1.6 use or attempt to use another person's account without the express authorisation of Neuvate;

7.1.7 upload, post, email or otherwise send:

(a) any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships;

(b) any Content that infringes any intellectual property rights of any party;

(c) any unsolicited or unauthorised advertising, promotional materials, 'junk mail', 'spam', 'chain letters', 'pyramid schemes' or any other form of solicitation; or

(d) any Content that contains computer viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;

7.1.8 forge headers or otherwise manipulate identifiers in order to disguise the origin of any Conversation transmitted through the Services;

7.1.9 use or copy information, Content or any data you view on, and/or obtain from, our Website to provide any service that is, in our sole discretion, competitive with Neuvate;

7.1.10 violate any applicable national or international laws or regulations; or

7.1.11 generally engage in any conduct that is unprofessional, dishonest, illegal, unlawful, in competition with Neuvate or otherwise in our absolute discretion, against the interest of Neuvate.

7.2 You acknowledge that we do not pre-screen Content but that we shall have the right (though not the obligation) in our sole discretion to move, modify or remove any Content that is available on or via any area of our Website.

7.3 You agree to correctly categorise Conversations. For example, posting recruitment opportunities as discussions constitutes misuse and may result in the suspension of your account.

8 Copyright

8.1 We do not claim ownership of your Content and you continue to retain all ownership rights in the same.

8.2 By displaying or publishing any Conversations on our Website, you hereby grant us a perpetual, irrevocable, royalty-free, worldwide, non-exclusive licence to use, edit, modify, adapt, translate, publish, reproduce and disseminate such Conversations solely in relation to the provision of the Services.

8.3 Where you do not own the copyright (or trademark rights) in the Content of any Conversation you display or publish on our Website, you warrant that you have the right to post the Content of the Conversations in the public domain and grant the licence set out in clause 8.2 above.

8.4 We reserve the right to make Content (including, without limitation, Conversations and member profiles) available through internet search engines. We will typically respect criteria relevant to targeting (for example where a Conversation targets only members of a specific professional community) and individual user preferences in this regard.

8.5 Where there is accusation of copyright or trademark breach, we will endeavour to assist in bringing the relevant parties together for the purpose of dispute resolution and may, at our sole discretion, remove relevant materials from the Site.

9 Security

9.1 We are committed to protecting your privacy. We use industry standard security measures to protect your Personal Information against loss, misuse and alteration. Access to your account is password protected for your privacy.

9.2 You are solely responsible in all respects for all use of and for protecting the confidentiality of any username, email verification and password that may be given to you or selected by you for use on our Website. You may not share these with or transfer them to any third parties. You must notify Neuvate immediately of any unauthorised use of them or any other breach of security regarding our Website that comes to your attention.

9.3 We process any credit or debit card payments through WorldPay, a secure PCI compliant payment gateway which ensures your debit or credit card details remain secure throughout the payment transaction. We do not store your debit or credit card details. Please note that WorldPay has its own terms and conditions and privacy policy. We do not take any responsibility for the functioning of WorldPay or for any loss resulting from use of their service.

10 Termination

10.1 This agreement shall continue and be in full force and effect until it is terminated by either party. You may terminate this agreement at any time, by serving notice on us pursuant to clause 21. Termination will be effective as soon as we have processed your notice. We may terminate this Agreement at any time, with or without notice. In this case, termination will be effective immediately or as otherwise specified in the notice of cancellation.

10.2 Upon termination or deactivation of your account, you will no longer have a right to access the Services. We are not responsible for deleting your configuration or Content on your behalf. Even if your configuration or Content is deleted from our runtime environment, it may have been copied and saved by another member or it may remain in our archives subject to the licences set forth in these terms and conditions.

11 Modifications to Website

We reserve the right to make changes or corrections, alter, suspend or discontinue any aspect of our Website or the Content or services available through it, including your access to it. Unless explicitly stated to the contrary, any new features including new Content, and/or the release of new software tools or resources, shall be subject to these terms and conditions.

12 Information you provide to us

12.1 The following applies to any information you provide to us, for example during any registration or ordering process.

12.1.1 You authorise us to use, store or otherwise process any personal information which relates to and identifies you, including but not limited to your name and address, to the extent reasonably necessary to provide the services which are available through our Website by us, our successors (including the purchaser of the whole or part of our business), associates, and sub-contractors (together our 'Partner Companies'). These Partner Companies may be in countries outside the EEA. In all cases we will take reasonable measures to ensure that your personal data remains protected.

Together, the various purposes set out in this clause and in our privacy policy shall be known as 'the Purposes'. All such information collected by us shall be referred to in these terms and conditions as 'Personal Information'.

12.1.2 You must ensure that the Personal Information you provide is accurate and complete and that all ordering or registration details (where applicable) contain your correct name, address and other requested details. For more information about how we deal with your Personal Information, please read our privacy policy.

12.2 By accepting these terms and conditions, you agree to the processing and disclosure of the Personal Information for the Purposes. You can review and modify your Personal Information online at any time through your profile.

12.3 In addition, the following also applies to all Content:

12.3.1 you must own or have the right to submit Content for publication on our Website and all Content submitted by you must be legal, honest, decent and truthful and comply with all applicable laws, regulations, standards and/or codes of practice;

12.3.2 you must ensure that all Content submitted to us does not infringe the copyright, design, privacy, publicity, data protection, trade mark or any other rights of any third party, nor be obscene, abusive, threatening, libellous or defamatory of any person or be otherwise unlawful;

12.3.3 you must ensure that the Content does not advertise or otherwise solicit for funds; and

12.3.4 we have the right to monitor Content and may edit, reject or remove Content if we believe it does not comply with the above.

12.4 You warrant and undertake that you will not use our Website for any purpose that is illegal or prohibited by these terms and conditions, including without limitation the posting or transmitting of any libellous, defamatory, inflammatory or obscene material. If you breach these terms and conditions then your permission to use this Website terminates immediately without the necessity of any notice being given to you. We retain the right to deny access to any person who fails to comply with these terms and conditions.

13 Applicability of online materials

13.1 Our Website is controlled and operated by us from our offices in England. Where Content published on the Website is supplied by third parties, you understand that we do not control or endorse such Content in any way. All Content which is offered by third parties that are not affiliated with or otherwise connected with us, is published in good faith but we do not (to the extent permitted by applicable law) accept responsibility for the accuracy or otherwise of such Content and the use of such Content. You assume total responsibility and risk for your use of our Website and use of all information contained within it.

13.2 We have used our best endeavours to ensure that our Website complies with UK laws. However, we make no representations that the materials on our Website are appropriate or available for use in locations outside the UK. Those who visit our Website from other locations do so on their own initiative and are responsible for compliance with all applicable laws. If use of our Website and/or viewing of it, or use of any material or Content on our Website or services, or products offered through our Website are contrary to or infringe any applicable law in your jurisdiction(s), you are not authorised to view or use our Website and you must exit immediately.

13.3 Neuvate makes no representations and gives no warranties, express or implied that making the Services available in any particular jurisdiction outside the UK is permitted under any applicable non-UK laws or regulations. Accordingly, if making the Services or any part available in your jurisdiction or to you (by reason of nationality, residence or otherwise) is prohibited, those Services are not offered to you for sale or otherwise. You accept that if you are resident outside the UK, you must satisfy yourself that you are lawfully able to purchase or otherwise use the Services. Neuvate accepts no liability, to the extent permitted by applicable law, for any costs, losses or damages resulting from or related to the use or purchase or attempted use or purchase of the Services by persons in jurisdictions outside the UK or who are nominees of or trustees for citizens, residents or nationals of other countries.

14 Disclaimers

14.1 Neuvate disclaims, to the fullest extent permissible under applicable law, any and all implied warranties and representations including, without limitation, any warranties of merchantability, fitness for a particular purpose, title, accuracy of data, and non-infringement of intellectual property rights and other third party rights. If you suffer any loss or harm through your use of our Website or anything related to our Website, you may close your account with us and terminate this agreement in accordance with clause 10 and such termination shall be your sole and exclusive remedy.

14.2 We are not responsible, and make no representations or warranties, for the delivery of any messages howsoever transmitted through our Website to anyone.

14.3 We are not under any obligation to verify the identity of the persons subscribing to the Services or to monitor the use of the Services by users. We therefore disclaim any and all liability for identity theft or any other misuse of your identity or information.

14.4 We disclaim any and all liability for the actions by members or other third parties who have gained access to the accounts of members through legitimate or illegitimate means.

14.5 The use of complex technologies bears risks of systems faults including, without limitation, security breaches, bugs, loss of data, and other technology related disasters. While we will try to make every effort to minimise these risks, we disclaim any or all liability for any indirect or consequential loss or damage, or for any direct or indirect loss or harm as a result of these risks.

15 Copyright and monitoring

The contents of our Website are protected by international copyright laws and other intellectual property rights. The owner of these rights is Neuvate, its affiliates or other third parties. All services, company names, trading names and logos mentioned in our Website are the trademarks, service marks or trading names of their respective owners, including us. You may download material from our Website for the sole purpose of placing an order with RareBridge or using our Website in accordance with these terms and conditions. However, you may not modify, copy, reproduce, republish, upload, post, transmit or distribute, by any means or in any manner, any material or information on or downloaded from our Website including but not limited to text, graphics, video, messages, code and/or software without our prior written consent, except where expressly invited to do so

16 Indemnity

You have sole responsibility for the Content which you submit to us, and you shall indemnify and shall keep us fully and effectively indemnified on demand from and against all actions, claims, losses, liability, proceedings, damages, costs, expenses, loss of business, loss of profits, business interruption and other pecuniary or consequential loss (including legal costs and expenses) suffered or incurred by us and arising directly or indirectly from any Content you upload, post, email or otherwise send on or through our Website, or your breach of any of the provisions of these terms and conditions.

17 Linked sites

We make no representations whatsoever about any other websites which you may access through our Website or which may link to our Website. When you access any other website you understand that it is independent from us and that we have no control over the Content or availability of that website. In addition, a link to any other website does not mean that we endorse or accept any responsibility for the content, or the use of, such a website and shall not be liable for any loss or damage caused or alleged to be caused by or in connection with use of or reliance on any content, goods or services available on or through any other website or resource. Any concerns regarding any external link should be directed to its website administrator or web master.

18 Availability of our Website

We will try to make our Website available but cannot guarantee that our Website will operate continuously or without interruptions or be error free and can accept no liability for its unavailability. You must not attempt to interfere with the proper working of our Website and, in particular, you must not attempt to circumvent security, tamper with, hack into, or otherwise disrupt any computer system, server, Website, router or any other internet connected device.

19 Liability

19.1 We exclude all express or implied terms, conditions, warranties, representations or endorsements whatsoever with regard to our Website or any information or service provided through our Website.

19.2 We accept no liability for any indirect or consequential loss or damage, or for any direct or indirect loss of data, profit, revenue or business in each case, however caused, even if foreseeable. In circumstances where you suffer loss or damage arising out of or in connection with the viewing, use or performance of our Website or its contents, we accept no liability for this loss or damage, whether due to inaccuracy, error, omission or any other cause and whether on our part or on the part of our servants, agents or any other person or entity.

19.3 If we are liable to you for any reason, our liability will be limited to the amount paid by you for Premium Services in the most recent year, or £250, whichever amount be greater. This limit does not apply to any liability we may have for death or personal injury resulting from our negligence or for our fraudulent misrepresentation.

19.4 You are responsible for ensuring that your computer system meets all relevant technical specifications necessary to use our Website and is compatible with our Website. You also understand that we cannot and do not guarantee or warrant that any material available for downloading from our Website will be free from infection, viruses and/or other code that has contaminating or destructive properties. You are responsible for implementing sufficient procedures and virus checks (including anti-virus and other security checks) to satisfy your particular requirements for the accuracy of data input and output.

19.5 The limitations and exclusions in this clause do not affect your non-excludable statutory rights and only apply to the extent permitted by applicable law.

20 General

20.1 We may assign or delegate any of our rights or obligations under this agreement without consent where this is in connection with engaging third party service providers in relation to provision of the Services, or any merger (including by operation of law), consolidation, reorganisation, or sale of all or substantially all of our related assets or similar transactions. You may not assign or delegate any of your rights or obligations under this agreement. Any purported assignment or delegation in contravention of this clause 20.1 shall be ineffective.

20.2 We reserve the right to modify, supplement or change these terms and conditions and post the new version on our Website, following which all use of our Website will be governed by that version. We shall post a notice on the Site notifying you of any amendment so you may access and review the changes prior to your continued use of the Site. If you do not agree to the new version, you may terminate this agreement by resigning your membership.

20.3 These terms and conditions, together with the privacy policy, any order form and payment method instructions, if any, are the whole agreement between you and Neuvate. You acknowledge that you have not entered into this agreement in reliance upon any statement, warranty or representation made by Neuvate or any other person and you irrevocably and unconditionally waive any rights to claim damages and/or to rescind these terms and conditions by reason of any misrepresentation (other than a fraudulent misrepresentation) that is not contained in the terms and conditions, privacy policy, order form and payment method instructions.

20.4 If any provision or term of these terms and conditions shall become or be declared illegal, invalid or unenforceable for any reason whatsoever, such term or provision shall be divisible from the other terms and conditions and shall be deemed to be deleted from them.

20.5 These terms and conditions and your use of our Website are governed by English law and you submit to the exclusive jurisdiction of the English courts.

20.6 Except in respect of a payment obligation, neither you nor Neuvate will be held liable for any failure to perform any obligation to the other due to causes beyond your or Neuvate's respective reasonable control.

20.7 Failure or delay by either party enforcing an obligation or exercising a right under these terms and conditions does not constitute a waiver of that obligation or right.

20.8 These terms and conditions do not confer any rights on any person or party (other than you and/or us) pursuant to the Contracts (Rights of Third Parties) Act 1999.

21 Notices

21.1 All notices shall be given:

21.1.1 to us via email at Contact@RareBridge.com; or

21.1.2 to you at the email address you provide during the registration process or any address you subsequently provide as your contact email address.

21.2 Notice will be deemed received when an email is received in full (or else on the next business day if it is received on a weekend or a public holiday in the place of receipt).

22 Complaints

Should you have any complaint please make it via email to Contact@RareBridge.com.

23 Replacement

These terms and conditions replace all other terms and conditions previously applicable to the use of our Website and/or the sale of the Services.