Website Creator/Admin Terms & Conditions TDL Digital Limited ("TDL", "we" or "us") is a technology provider that provides a set of services and a Cycling Club Software technology platform (the "TDL Platform") that enables users (Website Creators.) to create their own Website (.Website, Your Website.). TDL is not involved in the management of Your Website on the TDL Platform and is not involved in the decisions relating to the focus of Your Website or the Content uploaded or published to your Website using the TDL Platform. This is Your Website and, as the Website Creator, you are responsible for managing Your Website in all respects (including the actions, conduct, and Content of Your Members) in compliance with these Terms And Conditions (.Terms and Conditions. or .Agreement.). These Terms and Conditions contain specific terms that apply to all Users of the TDL Platform who create a Website using the TDL platform and all Users granted Admin permissions by the Website Creator. When using the TDL Platform, you will also be subject to the TDL Website Creator Privacy Policy and additional posted guidelines, policies or rules applicable to specific services and features on the TDL Platform, which may be posted by us from time to time (collectively, the "Guidelines"). All of these Guidelines are part of this Agreement and are hereby incorporated by reference. The TDL Platform is not to be used by children younger than 13 and is offered only to users 13 years of age or older. If you are under 13 years old, please do not use the TDL Platform or create a Website using the TDL Platform. Any person who provides their personal information through the TDL Platform represents to us that they are 13 years of age or older. You represent that you are fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Terms and Conditions. If you are using or creating a Website on the TDL Platform as a representative of a club, company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that club, company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity. By registering with us or using or browsing the TDL Platform, you acknowledge that you have read, understood, and agree to be bound by this Agreement. If you do not agree to these terms, stop using the TDL Platform at any time. 1. Definitions "Content" means any work of authorship in a Website, including, photos, videos, text, files, listings, logos, trademarks, postings, and other content added to or submitted with any Website on the TDL Platform. "Your Content" is any Content that you submit to a Website on the TDL Platform, either as a Member or Website Creator (each as defined below). If you are a Website Creator, Your Content includes the name, logo, trademark, brand features and other Content that you make available. Content does not include Website Code or Platform Code. "Members" are users who have registered with a Website on the TDL Platform. "Your Members" are Members who have registered with Your Website. .Member Data. means all data collected from a Member and includes registration information, profile data, but excludes all Content contributed by Members. "Platform Code" means the proprietary portion of the TDL Platform that is used to interpret the Website Code and other services available on the TDL Platform. "TDL platform" consists of Website Code, Features, Content and Websites run by TDL on the TDL Platform. Websites are created by Website Creators and are provided for their Members of that Website to interact and connect with other Members. Website features may include publishing features, community features, raining logs and features, member profiles, latest activity streams, among others. If you are a Website Creator, "Your Website" is a Website created and operated by you on the TDL Platform. "TDL Products and Services" are the Upgrade Products and Services provided by TDL to Website Creators. "TDL Technology" means the past, present and future content of the TDL Platform, including all software in any format (including the Platform Code and Website Code), hardware, products, processes, algorithms, user interfaces, know-how, techniques, organization, designs, text, images, photographs, illustrations, audio or video material, artwork, graphic material, themes, podcasts, advertising copy, databases, proprietary information, all copyrightable or otherwise legally protectable elements of the TDL Platform and all other tangible or intangible materials related to, displayed, performed or distributed on the TDL Platform and the TDL Platform itself, including, the selection, sequence, and "look and feel" and arrangement of items on the TDL Platform, and all TDL Marks (as defined below), domain names, patents, and other intellectual property. TDL Technology does not include Your Content. "Website Code" means the software code (i.e., HTML, Javascript, or PHP code) used to provide the functionality for a Website that is interpreted by the Platform Code (as defined below). Website Code consists of TDL proprietary code, Third Party Software as applicable, but expressly excludes Platform Code. "Users" are all end Users of the TDL Platform, and include Website Creators, Members and any unregistered users or browsers. "Website Creator" is a user who creates, manages and operates one or more Websites on the TDL Platform. A Website Creator is by definition a Member of each of his or hers Websites he or she creates. By setting up a Website, Website Creators additionally agree to and are bound by our Member Terms and Conditions. "Website Creator Management Page" is the set of web admin pages where Website Creators can manage their Website and Members and view and manage Website Management Data. "Website Data" means all data collected from a Website and includes all Content contributed by both Website Creators and Members, and statistical information and analytics relating to usage and interactions within the Website. 2. Creating Your Own Website The TDL Platform is designed to give Website Creators and their Members the freedom to create and control their own their Website. Subject to this Agreement, as a Website Creator, you are responsible for controlling and managing your Website in all respects and as between TDL and you, you own all of Your Website Data. TDL does not claim any ownership rights in Your Content, or Your Website Data. In addition, Members of Your Website are your responsibility and TDL does not assume or accept any responsibility for the actions, conduct or Content of Your Members. TDL does claim joint ownership rights in Your Member Data and may contact Your Members regarding relevant Products, Information, Promotions and Services. 3. TDL Product and Service Fees, Payment and Revenue Sharing Use of the TDL Platform is free and TDL reserves the right to ad serve advertising elements within your Website. As a Website Creator, you may purchase upgrades to remove certain TDL controlled advertisement elements and gain access to additional functionality, Products and Services from us. The categories and prices of the TDL Products and Services are subject to change from time to time. TDL may choose to temporarily change the fees for the TDL Products and Services for promotional or new services, and such changes are immediately effective when TDL posts the temporary promotional event or new service on the TDL Platform. Any changes to fees for the TDL Products or Services that are not temporary or promotional will be effective thirty (30) days after we provide you with notice by posting such changes on the TDL Platform. The changes shall only apply prospectively to the TDL Products or Services you've purchased. Unless otherwise stated, all fees are quoted in EURO/GBT/USD. You are responsible for paying all fees and applicable taxes associated with the TDL Products or Services in a timely manner using the TDL Platform payment system. You authorise TDL or its third party payment providers to charge your credit card, charge card, debit card, PayPal, or financial institution account (herein "Payment Method") for all charges to your accounts with TDL. Your Payment Method will be charged the current fee for the TDL Products or Service you choose on the date that you click on the purchase button in the ordering process. You agree that TDL may automatically charge the fee to your Payment Method at the beginning of each recurring period. For example, if you choose a TDL Product or Service with a monthly plan, you will be billed every month on the anniversary date of the date you clicked the purchase button. Additionally, we may offer a pre-pay payment option for payment of TDL Products or Services ("Pre-Payment Plan"). If you opt for a Pre-Payment Plan, your Payment Method will be charged the then-current fee for that TDL Product or Service at the commencement of each initial period and renewal period. You acknowledge and agree that any payment card and related billing and payment information that you provide to TDL may be shared by TDL with companies who work on TDL's behalf, such as payment processors and/or credit agencies, solely for the purpose of checking credit, effecting payment to TDL and servicing your account. The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution providing such Payment Method. You agree to pay TDL all charges incurred under your account for any TDL Product or Service in which you or anyone else who uses your account enroll in accordance with this Agreement. If your Payment Method fails or your account is past due, (a) you agree to pay all amounts due on your account upon demand, (b) TDL may collect fees owed using other collection mechanisms (this includes charging other payment methods on file with us) and (c) TDL reserves the right to either suspend or terminate your TDL Product or Service, or your Account with TDL, including deletion of your Website from the TDL Platform. Except as may be set forth in applicable TDL Product or Services or Section 26 (Term and Termination), any fees charged to your account are non-refundable. You agree to submit any disputes regarding any charge to your account in writing to TDL within sixty (60) days of such charge, otherwise such dispute will be waived and such charge will be final and not subject to challenge. Refunds (if any) made pursuant to such dispute, are at the discretion of TDL. From time to time, TDL or third parties may offer you the opportunity to revenue share from Websites or services made available to Your Website and Members via the TDL Platform. Your participation in any such revenue sharing opportunities is at your sole discretion and risk and TDL shall not be liable for any losses or damages you may suffer as a result of your transactions with third parties on the TDL Platform. You agree that TDL may credit your account to reflect any such revenue share program attributable to you. You are responsible for paying any governmental taxes imposed on your use of the TDL Platform, including, but not limited to, sales, use, or value added taxes. If requested, you will promptly furnish to TDL the applicable receipts and/or certificates regarding such remittances as soon as reasonably practicable. To the extent that TDL is obligated to collect such taxes, the applicable tax will be added to your billing account. 4. Your Content and Licenses to Your Content and Website Data You own all of Your Content, Your Website Data and other information that you upload to the TDL Platform. TDL does not claim any ownership rights in Your Content or Your Website Data. After posting Your Content, you continue to retain any ownership rights you have to Your Content, and you continue to have the right to use and license Your Content in any way you choose. The Content that you upload to any Website on the TDL Platform needs to comply with the terms of this Agreement. At any point, you can remove Your Content from Your Website and cancel your account and TDL does not retain any license rights. You hereby grant TDL, during the course of your usage of the TDL Platform, a non-exclusive, worldwide, royalty-free, and transferable right and license to (i) use, access, store, cache, publicly perform and publicly display Your Content and Website Data (a) for the sole purpose of operating and making Your Content and Website Data available on the TDL Platform and in all current and future media in which the TDL Platform may now or hereafter be distributed or transmitted or (b) for our internal business purposes so that we may derive metrics and analytics relating to Your Content and Website Data; and (ii) disclose any such metrics and analytics regarding Your Content and Website Data for marketing and business development purposes. If you wish to grant Users or the general public additional licenses to Your Content, please include the license terms with Your Content. This license will terminate at the time you remove Your Content from the TDL Platform. Without limiting the foregoing, you agree that Content you remove may persist for a reasonable amount of time in back-up copies (but these copies will not be available to others). You hereby agree that if Your Content is removed from any Website due to a violation of these Terms and Conditions, including in response to any valid DMCA (as defined below) take down notice or because such Content contains illegal images, TDL shall have the right to use and reproduce Your Content in any manner without restriction, including in response to any subpoena or other judicial or administrative order, to assist government enforcement agencies or otherwise required by law and to protect the rights, property or safety of TDL any User or individual, or the general public. You are solely responsible for Your Content and Website Data. You are responsible for making sure that you have all rights in Your Content and Website Data, including the rights necessary for you to grant the foregoing licenses to Your Content and Website Data. You understand that whether or not Your Content is published or marked private by you, TDL does not guarantee any confidentiality or privacy with respect to any of Your Content or Website Data. Additionally, you understand and agree that Your Content and Website Data that is displayed on the TDL Platform may continue to appear on the TDL Platform, even after you have terminated your account, as portions of Your Content may have been incorporated into Member profiles, social media, RSS feeds or other features. In addition to the rights, licenses and privileges referred to above, you agree that TDL may use and refer to Your Website (including screen shots), trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification in marketing materials, press releases, financial reports, presentations, website materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the TDL Platform, and any products, goods, features, capabilities and/or services associated with the TDL Platform. As a Website Creator you acknowledge that TDL and its designees reserve the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display, or transmit any Content through or on any Website on the TDL Platform in whole or in part at any time for any reason or no reason with or without notice and with no liability of any kind. If a Member account is removed from the TDL Platform, the Content associated with that account may also be deleted at the discretion of the Website Creator or TDL. We encourage you to be sure you are comfortable with this possibility before contributing Your Content to a Website. You should be aware that TDL is not required and may not keep back-up copies of Content on the TDL Platform once the Website or Content is deleted. Additionally, TDL makes no guarantee, either during or after the term of this Agreement, that Your Content will be safely stored on the TDL Platform and you should independently back-up and archive Your Content. 5. Licenses From TDL During and subject to the Terms and Conditions of this Agreement, TDL hereby grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable license to access and use the TDL Platform solely to enable your use and creation of Websites on the TDL Platform. For clarity, aside from the foregoing limited license, you acknowledge that you shall acquire no rights in the Platform Code or Website Code. You agree that, as between you and TDL, all the intellectual property rights in the TDL Technology are owned by TDL or its licensors. Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to: .    Run, rent, lease, loan, or sell access to the TDL Platform or the TDL Technology. .    Decompile or reverse engineer or attempt to access the source code of the software underlying the TDL Platform or TDL Technology. .    Copy, archive, store, reproduce, rearrange, modify, adapt, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any TDL Technology. .    Access the TDL Platform to build a product using similar ideas, features, functions, interface or graphics of the TDL Platform. .    Access (or attempt to access) any Product or Service on the TDL Platform by any means other than as permitted in these Terms and Conditions. .    Circumvent, disable or otherwise interfere with security related features of the TDL Platform or features that prevent or restrict use or copying of any Content or Third Party Content or enforce limitations on use of the TDL Platform or the Content and Third Party Content therein. .    Access the TDL Platform to upload Your Code or Your Content to cause a breach of security to the TDL Platform or any Website or interfere with the proper working of the TDL Platform or prevent others from using the TDL Platform. .    Delete the copyright and other proprietary rights notices on the TDL Platform. 6. Feedback You may from time to time choose, in your sole discretion, to provide suggestions, comments, improvements, ideas, recommendations or other feedback or materials to us related to Your Website or the TDL Platform (including the Website Code and Platform Code), including, without limitation, on the TDL Support Website, the TDL Helpdesk Feedback form, or in connection with surveys we send to you ("Feedback"). If you choose to provide us any such Feedback, you hereby assign all ownership in and to such Feedback to us, and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant TDL a nonexclusive, perpetual, irrevocable, transferable, sublicensable, royalty free, fully paid up license to use such Feedback. 7. TDL Trademarks and Legal Notices TDL trademarks, logos, images, service marks, trade names and other distinctive branding features used on the TDL Platform "TDL Marks" are the trademarks of TDL and may not be used without permission. TDL is not granting you a license under any intellectual property right to the TDL Marks. Other trademarks, logos, and trade names that may appear on the TDL Platform are the property of their respective owners. 8. TDL Ownership Rights You agree that, as between you and TDL, TDL owns all right, title and interest, including, all intellectual property rights, in and to the TDL Technology. Any rights not expressly granted herein, are reserved to TDL. You agree to abide by all copyright notices, information, or restrictions contained in any part of the TDL Platform. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the TDL Platform, including notices on any TDL Technology you download, transmit, display, print or reproduce from or using the TDL Platform. 9. Support and Interaction for Website Creators If you are a Website Creator, TDL provides documentation to assist you in setting up and using Your Website(s). You may access helpful information on the TDL Support Website. You are responsible for implementing and maintaining TDL support for Your Website(s), including answering questions from Your Members. You must report to TDL bugs that Your Members might find and tell you about through the Helpdesk on Your Website. 10. Third Party Content and Hyperlinks to Third Party Sites TDL Platform may contain features and functionalities that allow access to third party Content, including websites, directories, servers, systems, information and databases, Websites, software, programs, products or services, and the Internet as a whole. Any such activities, and any terms associated with such activities, are solely between you and the applicable third-party. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You are solely responsible for your dealings with any third party, including the use of Websites or services and the delivery of and payment for goods and services. Should you have any problems resulting from your use of any third party services, or should you suffer data loss or other losses as a result of problems with any of your other service providers or any third-party services, you agree that TDL will not be responsible. Additionally, Content from Users or third parties, including, information about third party products and services and any Third Party Websites, may be made available to you through Your Website ("Third Party Content") on the TDL Platform. The inclusion of Third Party Content on the TDL Platform does not imply our affiliation or endorsement of such Third Party Content. Because we do not control Third Party Content, you agree that we are not responsible for any such Third Party Content, including the accuracy, integrity, quality, legality, usefulness, safety or intellectual property rights of or relating to such Third Party Content, it is the sole responsibility of the person from which such Third Party Content originated, and TDL has no obligation to monitor such Third Party Content. Notwithstanding the foregoing, TDL or its designees reserves the right, but shall have no obligation, to pre-screen, filter, remove, refuse to accept, post, display or transmit any Third Party Content (including on any Website) in whole or part at any time for any reason or no reason with or without notice and with no liability of any kind. You are solely responsible (and assume all liability and risk) for determining whether or not such Third Party Content is appropriate or acceptable to you. You understand that by using the TDL Platform you may be exposed to Third Party Content that is offensive, indecent or objectionable, and that you use the TDL Platform at your own risk. Additionally, TDL or third parties may provide hyperlinks on Your Website, or any other form of link or redirection of your connection to other sites ("Third Party Sites"). These Third Party Sites are in no way integrated into the TDL Platform and the inclusion of any link on a Website does not imply TDL affiliation or endorsement of the linked site, their business practices (including their privacy policies) or any information therein. TDL expressly disclaims responsibility for, the accuracy, quality, legality, nature, availability or reliability of Third Party Sites linked to by or through the TDL Platform. ACCESS AND USE OF THIRD PARTY SITES, INCLUDING THE INFORMATION, MATERIAL, PRODUCTS, AND SERVICES ON THIRD PARTY SITES OR AVAILABLE THROUGH THIRD PARTY SITES, IS SOLELY AT YOUR OWN RISK. 11. Representations and Warranties. You represent and warrant to TDL that: (a) you will comply with all applicable local, state, national and international laws, rules, and regulations in connection with your use of the TDL Platform including your promotional or other activities on or off the TDL Platform that relate to Your Website; (b) you have the right to grant to TDL the rights granted herein and you own or have all necessary rights, title and interest in and to Your Content and Your Art Assets (as defined below); (c) Your Content and Your Art Assets do not and will not (i) infringe, violate or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral rights, privacy rights, rights of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any person; and (d) none of Your Content, Your Art Assets or Your Website contains any viruses, Trojan horses, trap doors, back doors, Easter eggs, worms, time bombs, cancelbots, or other computer programming routines that may potentially damage or interfere with the TDL Platform, or intercept or expropriate any system data or personal information from the TDL Platform. 12. Acceptable Use and Conduct You are solely responsible for Your Conduct, Your Website, Your Members and Your Content on the TDL Platform. We want to keep the TDL Platform safe and fun for everyone and the use of the TDL Platform for unlawful or harmful activities is not allowed. In defining TDL.s definition of .safe and fun," you specifically agree that you will not post, email or make available any Content to Users or use the TDL Platform: .    In a manner that infringes, violates or misappropriates any third party's intellectual property rights or other proprietary rights or contractual rights; .    in a manner that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; .    to engage in spamming, "chain letters," "pyramid schemes", advertisement of illegal or controlled products or services, or other advertising or marketing activities that violate these Terms and Conditions, any applicable laws, regulations or generally-accepted advertising industry guidelines, including to other Users whether on or off the TDL Platform in connection with Your Website; .    in a manner that is misleading, deceptive or fraudulent or otherwise illegal or promotes illegal activities, including engaging in phishing or otherwise obtaining financial or other personal information in a misleading manner or for fraudulent or misleading purposes; .    in a manner that is libelous or defamatory, or in a way that is otherwise threatening, abusive, violent, harassing, malicious or harmful to any person or entity, or invasive of another's privacy; .    in a manner that is harmful to minors in any way; .    in a manner that is hateful or discriminatory based on race, color, sex, religion, nationality, ethnic or national origin, marital status, disability, sexual orientation or age or is otherwise objectionable, as reasonably determined by TDL; .    to impersonate a TDL employee, or any other person, or falsely state or otherwise misrepresent your affiliation with any person or entity, or to obtain access to a Website or the TDL Platform without authorization; .    to interfere or attempt to interfere with the proper working of the TDL Platform or prevent others from using the TDL Platform, or in a manner that disrupts the normal flow of dialogue with an excessive number of messages (flooding attack) to the TDL Platform, or that otherwise negatively affects other persons' ability to use the TDL Platform; .    to use any manual or automated means, including agents, robots, scripts, or spiders, to access or manage any user's account or to monitor or copy the TDL Platform (including the Website Code or Platform Code) or the content contained therein; .    to facilitate the unlawful distribution of copyrighted content; .    in a manner that includes personal or identifying information about another person without that person's explicit consent; .    in a manner that employs misleading email or IP addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the TDL Platform or to Users; and .    in a manner that constitutes or contains any form of advertising or solicitation if emailed to Users who have requested not to be contacted about other services, products or commercial interests. Additionally, you agree not to: .    "Stalk" or otherwise harass anyone; .    Collect, use or disclose data, including personal information, about other Users without their consent or for unlawful purposes or in violation of applicable law or regulations; .    Request, solicit or otherwise obtain access to usernames, passwords or other authentication credentials from any Member of the TDL Platform or to proxy authentication credentials for any Member of the TDL Platform for the purposes of automating logins to the TDL Platform; .    Use any profanity or the description or name of any illegal activity in the name of Your Website or the Website Subdomain (as defined below) for Your Website; .    Use the name "TDL or TDL Platform" as any part of the name of Your Website or the Website Subdomain; .    Post any Content containing child pornography to any Website on the TDL Platform. TDL absolutely does not tolerate this and will report any suspected instances of child pornography, including reporting any Website Data, to law enforcement, including the National Centre for Missing and Exploited Children; .    Post any Content that TDL determines depicts or contains rape, extreme violence, murder, bestiality, incest, or other similar content; .    Post any Content that TDL determines constitutes pornography, contains nudity, or is adult in nature. .    Use automated means, including spiders, robots, crawlers, data tools, or the like to download data from TDL and the TDL Platform - except for Internet search engines (e.g. Google) and non-commercial public archives (e.g. archive.org) that comply with our robots.txt file, or "well-behaved" web services/RSS/Atom clients. We reserve the right to define what we mean by "well-behaved"; .    Post irrelevant Content, repeatedly post the same or similar Content or otherwise impose an unreasonable or disproportionately large load on TDL.s infrastructure; .    Attempt to gain unauthorized access to TDL.s computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the TDL Platform; .    Use the TDL Platform as a generic file hosting service; and .    Develop, invoke, or utilize any code to disrupt, diminish the quality of, interfere with the performance of, or impair the functionality of the TDL Platform. You agree not to authorize or encourage any third party to use the TDL Platform or any of Your Websites facilitate any of the foregoing prohibited conduct. You also agree to immediately notify TDL in the event of an actual or threatened claim that you have violated any of the covenants and agreements contained in this Agreement. 13. TDL Platform Policies TDL may establish general polices and limits concerning the use of the TDL Platform ("TDL Platform Policies"), including, the maximum number of days that Websites and uploaded Content will be retained after deletion, the maximum number of and size of Content files and objects (including email messages), the maximum disk space allotted to you or Your Websites(s), the maximum number of times and duration for which you may access the TDL Platform or Your Website(s) in a given period of time, the maximum storage and bandwidth used by Your Website(s) or Content, the maximum number of Members, how long inactive Websites will be retained, and the maximum CPU power used by Your Website(s) or Content. 14. TDL.s Relationship with Users You acknowledge that TDL may terminate your account and remove your Content and other Website Data, as well as disable your access to any and all of your Websites and the TDL Platform at any time for violations of these Terms and Conditions without notice and without any liability to you. In addition, you acknowledge and consent that TDL can contact you and Your Members in order to maintain compliance with these Terms and Conditions. 15. Copyright Infringement/Digital Millennium Copyright Act Compliance It is TDL.s policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). TDL may remove any allegedly infringing Website Code or Content without any liability to you. TDL will promptly terminate without notice any User's access to the TDL Platform, including access to any Website, in appropriate circumstances where the User is a "repeat infringer" of copyrights. Generally, TDL will consider a User a repeat infringer if it has received more than two third-party notices of alleged infringement concerning Content posted by that User anywhere on the TDL Platform. TDL, however, reserves the right to identify and terminate Users under any circumstances it deems appropriate, including after only a single instance of allegedly infringing behaviour by that User. Additionally, if a Website Creator continues to allow its Members to post Content that is subject to notices of alleged copyright infringement, the Website may (at TDL.s sole discretion) be disabled. Additionally, if you are a Website Creator, you agree to: promptly (and in any event in no more than 24 hours) address (including removing or disabling access to the allegedly infringing content for valid DMCA take down notices) any copyright owner's written notice (including any notices forwarded to you by TDL) that specified Content or Website Code posted on Your Website infringes that third-party's rights (including copyrights), provided that the notice substantially complies with the requirements in the DMCA. If you receive a counter-notice from the applicable Member that substantially complies with the requirements of the DMCA instructing you to replace the allegedly infringing Content, you agree to replace or cease disabling access to the Content not less than ten (10) and no more than fourteen (14) days after receiving the counter notice, provided that the complaining party has not notified you that it has filed an action against the Member regarding the alleged infringement. You also agree to forward a copy of the counter notice to TDL. TDL strongly recommends that you consult with a legal professional to confirm your obligations under the DMCA. TDL is not providing legal advice to you and nothing in this Agreement is legal advice nor guarantees your compliance with applicable law or regulation. You are solely responsible and liable for complying with all applicable laws, including copyright and privacy laws in connection with Your Website. 16. Website Data The TDL Platform collects Website Data from Your Website and Members and general information about a User's use of Your Website. If you are a Website Creator or Administrator, you agree that your access to this Website Data and information (including registration information provided by Members during the registration process) as part of the management controls of Your Website(s) is subject to the TDL Privacy Policy. In addition, subject to this Agreement, you may collect Website Data from Your Members; if you do so, you agree that such Website Data shall not be used in a manner inconsistent with, or that violates TDL.s Privacy Policy. If you are a Website Creator or an Administrator, you agree that your use and disclosure of Website Data shall: (a) comply with all applicable laws; and (b) be reasonably protective of each Member's privacy rights. Subject to this Agreement and each Member's rights, all Website Data shall be the property of the applicable Website Creator. That being said, TDL needs to run Your Website on the TDL Platform. To this end, as a Website Creator, you hereby grant TDL a non-exclusive, worldwide, transferable, fully paid-up, royalty-free right and license to (i) use, store, access, cache, publicly perform and display the Website Data on or through the TDL Platform and in all current and future media in which the TDL Platform may be distributed; (ii) use and disclose the Website Data and related analytics and metrics in an aggregate or other non-personally identifiable manner (including, for use in targeting advertising in a non-personally identifiable manner through and in connection with the TDL Platform); and (iii) use Website Data for other purposes permitted by the TDL Privacy Policy. You acknowledge that TDL may receive requests from Users or persons authorized to act on behalf of such Users to modify or delete personally identifiable information relating to such Users on Your Website. Accordingly, you agree that, within 24 hours of any email request by TDL, you will: (a) delete all Website Data and personally identifiable information in your possession or control relating to a particular User as specified by TDL; and (b) confirm such deletion in email notice to TDL. TDL is not required to keep back-up copies of Website Data on the TDL Platform once the Website or Website Data is deleted. TDL makes no guarantee that Website Data will be safely stored on the TDL Platform. To be safe, you should independently back-up or archive your Website Data. 17. Your Website As a Website Creator, we want to give you as much freedom as possible to create and control the Website(s) you build on the TDL Platform. You may have your own agreement(s) or policies between you and each of Your Members, provided that each such agreement or policies do not supersede, amend or otherwise affect in any way any terms of this Agreement, any Guidelines or our Privacy Policy. To enable a great experience for all Users on the TDL Platform, if you are a Website Creator, you agree to ensure each Website you create or manage does not degrade the performance of the TDL Platform. If your Website(s) exceed the quotas and limitations set by TDL (e.g., storage or bandwidth) or otherwise degrades performance of the TDL Platform or other services in any way, we may suspend your Website(s) at our sole discretion and without notice or require you to pay an additional Service Fee to cover the cost of the additional infrastructure required to run Your Website(s). You agree not to harvest any email addresses from TDL or the TDL Platform for the purpose of sending email in violation of applicable law or otherwise violate the "Acceptable Use and Conduct" provisions of this Agreement. You also agree not to knowingly collect any information from, or develop any Website(s) that are targeted at children under the age of 13. You acknowledge that TDL may terminate the account of any Member (including Your Members) in accordance with these Terms and Conditions. Your Website shall not be designed or implemented in a way that, as determined by TDL, might mislead a User into believing that: (i) he or she is interacting directly with TDL when interacting with Your Website or (ii) any part of Your Website was created by or are endorsed by TDL. Because we want you to have as much freedom over your Website as possible, TDL takes no responsibility for any Content located in Your Website and TDL has no obligation to monitor such Content or Your Website. You acknowledge that TDL also reserves the right to remove, preserve, and disclose any information or Content on any Website (including Website Data) or account it deems necessary or appropriate to (a) satisfy any applicable law, regulation, legal process or governmental request, (b) enforce this Agreement, including investigation of potential violations hereof, (c) detect, prevent, or otherwise address fraud, security, or technical issues, (d) respond to User support requests, (e) protect the rights, property, or safety of TDL, its Users, and the general public, or (f) investigate or defend ourselves against third-party claims or allegations. You acknowledge that TDL may place third party web beacons or cookies in the pages of Your Website for the sole purpose of tracking anonymous website statistics, including traffic numbers and visitation patterns, about your Website. No personally identifiable information is transmitted by, or linked to, the web beacon or any cookies. These web beacons are commonly used by companies to understand visitation to their websites. For more information regarding passive data collection and what choices are available to you, please see our Privacy Policy. 18. Your Account You need to register and create an account in order to become a Website Creator on the TDL Platform or a Member of Your Website. You are responsible for keeping your account credentials and password secure. You agree to provide TDL with current, complete and accurate information as prompted by the registration process. You agree to promptly update all information to keep your account on TDL current, complete and accurate (such as noting a change in address or email). Account credentials are non-transferable.. You will be solely responsible and liable for any activity that occurs under your account credentials. TDL reserves the right to log off or deactivate Member accounts, including Your Website, that are inactive for an extended period of time. When you create Your Website, TDL gives you the flexibility to choose your own subdomain for Your Website (e.g.," yourname" in the example: http://yourname.tdlplatform.com) ("Website Subdomain"). You will be solely responsible and liable for any activity that occurs under Your Website's Subdomain. TDL maintains ownership of your Website Subdomain and grants you a limited, non-exclusive, non-sublicensable, non-transferable, freely revocable, license solely to use the Website Subdomain on the TDL Platform. You may not use anyone else's account or Website Subdomain at any time, without the permission of the account holder. You should never give out your password to another individual or entity. TDL will not be liable for any loss that you may incur as a result of someone else using your account credentials, Website Subdomain or password, either with or without your knowledge. However, you may be held liable for losses incurred by TDL or another party due to someone else using your account credentials, Website Subdomain, or password. In other words, please be careful with your identity and passwords. 19. Website Design If as a Website Creator, you have provided any art assets or other intellectual property to TDL to design, or assist you with designing Your Website (.Your Art Assets.) the following additional provisions will apply to you. Your Ownership. As between TDL and You, You own all right, title and interest, including all intellectual property rights, in and to Your Art Assets and any specific deliverable or work product created by TDL for You (.Deliverables.); provided, however, that in no event shall the term Deliverables include any TDL Tools. .TDL Tools. means any TDL Technology or trade secret, process, algorithm, invention, original works of authorship, development, design, improvement, patent, copyright or other intellectual property of TDL which TDL (a) developed or acquired previous to entering into a Website design engagement with You; (b) acquired after the commencement of a Website design engagement with You and independently of such design engagement or (c) developed either alone or in collaboration with others, separate and apart from any Website design engagement with You, and all derivative works based thereon. TDL Tools shall also include any software, project management, design and development processes and productivity tools developed by TDL, and of general applicability to TDL.s business, whether or not prepared under the course of performance of a Website design engagement with You. TDL Ownership. As between TDL and You, TDL owns all right, title and interest, including all intellectual property rights, in and to the TDL Tools and TDL Technology and any derivative works or enhancements thereof. You shall not acquire any right, title or interest therein, except for the limited rights expressly set forth in the Agreement. Any rights not expressly granted by TDL herein are reserved to TDL and its suppliers. TDL acknowledges and agrees that a design engagement does not grant to TDL any right, title or interest in any content, code, software, Member data or other materials delivered to TDL by You in connection with a design engagement (.Your Design Materials.), except for the limited rights expressly set forth in these Terms and Conditions. Any rights not expressly granted herein, are reserved to each of the parties. License Grant to You. Subject to the terms and conditions hereof, TDL hereby grants to You, a non-exclusive, nontransferable, non-sublicensable worldwide, perpetual, royalty-free license, to use that portion of any TDL Tools that are incorporated into any Deliverables solely in connection with Your use of Your Website(s) on the TDL Platform. You shall not otherwise be entitled to use, license or commercially exploit the TDL Tools and any such use may result in the revocation of the license rights herein. License Grant to TDL. During the course of your usage of the TDL Platform, you hereby grant to TDL a non-exclusive, worldwide, royalty-free, and transferable right and license, to use, access, cache, reproduce, publicly perform and publicly display Your Art Assets for the sole purpose of designing Your Website and operating and making Your Art Assets available on the TDL Platform and in all current and future media in which the TDL Platform may now or hereafter be distributed or transmitted. 20. Disclaimer of Warranties YOUR USE OF THE TDL PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE TDL PLATFORM, AND ALL WEBSITE CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-TDL PLATFORM CODE, AND CONTENT (INCLUDING THIRD PARTY CONTENT), ARE AT YOUR SOLE RESPONSIBILITY AND RISK. THE TDL PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE TDL PLATFORM, AND ALL WEBSITE CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-TDL PLATFORM CODE AND CONTENT (INCLUDING THIRD PARTY CONTENT) ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TDL AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS EXPRESSLY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, PERFORMANCE, SYSTEM INTEGRATION, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT. TDL AND ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS AND AGENTS DISCLAIM ANY WARRANTY THAT THE TDL PLATFORM, ANY PRODUCTS OR SERVICES OFFERED THROUGH THE TDL PLATFORM OR ANY WEBSITE CODE, PLATFORM CODE, THIRD PARTY SOFTWARE, NON-TDL PLATFORM CODE OR CONTENT (INCLUDING THIRD PARTY CONTENT) WILL MEET YOUR REQUIREMENTS OR BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE TDL PLATFORM OR THE SERVER THAT MAKES THE TDL PLATFORM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TDL MAKES NO GUARANTEE REGARDING (A) THE AMOUNT, TIMING AND DELIVERY OF ANY CLICKS OR IMPRESSIONS WITH RESPECT TO ANY CONTENT (INCLUDING THIRD PARTY CONTENT) OR ADVERTISING ON THE TDL PLATFORM OR YOUR WEBSITE (B) THE VOLUME AND QUALITY OF ANY TRAFFIC TO YOUR WEBSITE OR (C) THE COMPATIBILITY OF ANY NON-TDL PLATFORM CODE WITH ANY TDL PLATFORM TECHNOLOGY. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE TDL PLATFORM IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TDL OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, OR THROUGH OR FROM THE TDL PLATFORM SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS. 21. Indemnity You agree to indemnify, defend, and hold harmless TDL, and its successors, subsidiaries, affiliates, co-branders, contractors, employees, third-party advertisers, technology providers, service providers or other partners, and each of their respective officers, directors, agents, shareholders, employees and representatives, from and against any third party claim, demand, loss, damage, cost, or liability (including, reasonable legal fees) arising out of or relating to: .    Your Content, Your Website Data, Your Art Assets or Your Website; .    Your use of any Non-TDL Platform Code or Third Party Websites; .    Your use or misuse of, or connection to, the TDL Platform or any services offered by the TDL Platform; .    Your breach or alleged breach of this Agreement; .    Your violation of any rights (including intellectual property rights) of a third party; .    Your use or misuse of any User data or Website Data, including, in violation of the TDL Privacy Policy; .    Your breach or alleged breach of any agreement or policy between you and other Users. TDL reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of TDL. TDL will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. 22. Your Interactions with Other Users Your interactions with other Users, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and the other User. Like with any web-based interaction, we suggest that you use caution and good judgment. If there is a dispute between you and any third party (including any Member or Website Creator), TDL is under no obligation to become involved. You release TDL, its officers, employees, agents and successors from claims, demands and damages of every kind or nature arising out of or related to any disputes with other Users. 23. Limitation of Liability YOU AGREE THAT, UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO NEGLIGENCE, SHALL TDL OR ITS SUCCESSORS, AFFILIATES, CONTRACTORS, EMPLOYEES, SUPPLIERS, LICENSORS, PARTNERS OR AGENTS, BE LIABLE TO YOU FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, COST OF COVER, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF TDL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE TDL PLATFORM; OR (B) ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR YOUR USE OR THE INABILITY TO USE THE TDL PLATFORM (IN THE AGGREGATE FOR ALL POTENTIAL CLAIMS BY YOU) IN EXCESS OF THE GREATER OF (i) EURO 100 AND (ii) THE TOTAL AMOUNTS PAID TO TDL BY YOU IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE INITIAL NOTICE OF ANY CLAIM. THESE LIMITATIONS SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED ON ANY THIRD PARTY SITES OR OTHERWISE PROVIDED BY ANY THIRD PARTIES OTHER THAN TDL (INCLUDING THIRD PARTY WEBSITE DEVELOPERS) AND RECEIVED BY YOU THROUGH OR ADVERTISED ON THE TDL PLATFORM OR RECEIVED BY YOU ON ANY THIRD PARTY SITES. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES OR LIABILITY CONTAINED IN THIS AGREEMENT APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED. 24. Changes to TDL Platform TDL reserves the right at any time (and from time to time) to modify, suspend, or discontinue providing the TDL Platform or any part thereof, including adding new features to any portion of the TDL Platform, with or without notice. TDL will not be liable to you or to any third party for any modification, suspension or discontinuance of any portion of the TDL Platform or the TDL Platform as a whole. 25. Amendments We may amend, modify, change, add or remove portions of this Agreement or any Guidelines at any time without notice to you by posting a revised version on the TDL Platform. The revised version will be effective at the time we post it. Please check this Agreement and any Guidelines periodically for changes. Your continued use of the TDL Platform after posting of the changes constitutes your binding acceptance of such changes. We last modified this Agreement on the date stated below. However, if the revised version includes a material change, it will be effective for an existing User (including Website Creator or Member) on the earlier of (a) the date you accept it, and (b) 30 days after the material changes are initially posted on the TDL Platform. The revised version will apply to you immediately if you are a User who registers or first uses the TDL Platform on or after the posting of the revised version. 26. Term and Termination This Agreement shall remain in full force and effect unless and until your account is terminated as provided herein. You may terminate your account and end your use of the TDL Platform at any time and for no reason by deleting your Website or by contacting us at support@tdl.digital or at the address set forth below in the "Contacting TDL" Section. TDL has the right (at its sole discretion) for any reason to (i) delete, disable or deactivate your Website and account, block your email or IP address, or otherwise terminate your access to or use of the TDL Platform or any Website, (ii) remove and discard any Code or Content within any Website or anywhere on the TDL Platform or (iii) shut down a Website, with or without notice, and with no liability of any kind to you. If you terminate your Website, we will have no obligation to refund you any fees you may have paid except as may be required by applicable law. Upon deactivating your Website and account, this Agreement terminates and you will no longer have a right to access your account, Your Code, Your Content, Your Website Data or Your Website(s). TDL will not have any obligation to assist you in migrating your data, Your Content, Your Website Data or Your Website(s) off of the TDL Platform and TDL does not keep any back-up of any of Your Content or Your Website Data. The following Sections will survive termination of these Terms and Conditions for any reason: Sections 1, 3, 4-9, 11-22, 25-29. 27. Governing Law This Agreement shall be governed by the laws of Ireland without regard to conflict of law principles. 28. Relationship of the Parties The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. You agree that TDL has no special relationship with or fiduciary duty to you. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. 29. General The failure of TDL to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. You may not delegate your duties under this Agreement or assign this Agreement or your TDL accounts, in whole or in part, provided, however, that you may assign this Agreement in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. TDL may assign any of its rights and obligations under this Agreement without consent, including, in connection with any merger (including by operation of law), consolidation, reorganization, or sale of all or substantially all of its related assets or similar transaction. This Agreement shall be binding on the parties' permitted assignees, transferees and successors. This Agreement, which incorporates the Other TDL Terms, TDL Privacy Policy and the Guidelines, constitutes the entire agreement between you and TDL and governs your use of the TDL Platform, superseding any prior agreements (whether written or oral) between you and TDL regarding the subject matter hereof. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth in this Agreement. The terms "including" and "includes" shall be deemed to be followed by the statement "without limitation" and neither of these terms shall be construed to limit any word or statement it follows to the specific or similar terms or matters immediately following it. TDL may provide you with notices, including those regarding changes to this Agreement or any of TDL.s terms and conditions, by email, regular mail, or postings on the TDL Platform including the TDL Support Website. Notice will be deemed given twenty-four (24) hours after such email is sent or notice is posted. Notices not pertaining to any amendments to this Agreement or any Guidelines (such as notices relating to technical changes to the TDL Platform) are deemed given two (2) days following the initial posting. 30. Contacting TDL You may contact TDL in the following ways: E-Mail: support@tdl.digital Postal: TDL Digital, 121 Lower Baggot Street, Dublin 2, Ireland. Last Updated: 1st Jan 2016