Cliquidity Terms And Conditions

Cliquidity Terms and Conditions ("Terms")

1. Definitions

In these Terms:

• "Age of consent" means being the minimum age at which a person is considered able to enter into legal contracts and be held liable;
• "Assessments" means the Psychometric Assessment provided by Cliquidity and completed by users. A description of the assessments is available on the Website at URL address https://www.cliquidity.co.uk/individual/about
• "Assessment Results" means the the outcomes, scores and reports of the various Assessments provided by Cliquidity in accordance with these terms and conditions;
• "Cliquidity Button" means the button which you may use on your own website in accordance with paragraph 8 of these Terms;
• "EC Act" means the Electronic Communications Act 2000;
• "Loss" means any loss, including loss of profit, liability, expense, claim, penalty or damage, whether direct, indirect, special or consequential;
• "Match Report" means the match reports created by Cliquidity based on the Assessments stored on the Platform, in terms of which Cliquidity compares the compatibility of biographical and personality information provided in the Assessments and provides the user with an overall match score;
• "Platform" means the API which allows Website developers to retrieve any data stored and/or processed by Cliquidity as a result of the Services and any additional services as may be developed by Cliquidity at a later stage;
• "Privacy Policy" means the privacy policy adopted by us and which is accessible at https://www.cliquidity.co.uk/content/privacy;
• "use" means to use, access, refer to, view or make use of the Services;
• "you", "your" and "users" means any person who makes use of the Website and registers to use the Services;
• "We", "our", "us" and "Cliquidity" means Cognadev Chemistry Limited, a private company incorporated in accordance with the laws of England and Wales, with company registration number 7689817 and whose registered office is at 2 Jardine House, Harrovian Business Village, Bessborough Road, Harrow, Middlesex;
• "Website" means the Cliquidity website, which is accessible at www.cliquidity.co.uk; and
• "Services" means the services offered and made available by us via the Website bymeans of which you are able to, amongst other things:
  • take our Assessments;
  • capture and record your Assessment results and anonymised personal information our secure web-based electronic Platform;
  • view your Assessments Results and the Assessment Results of other registered users;
  • use the Search, Explore and Introduction functionalities as more fully described in paragraph 8 and on our Website;
  • use the Cliquidity Button as more fully described in paragraph 8 and on our Website; and
  • other services which may be made available by us via the Website from time to time.
• Any words or phrases not defined in these Terms but defined in the EC Act will bear the same meaning given to them in the EC Act.
• A copy of the EC Act can be viewed and downloaded at http://www.legislation.gov.uk/ukpga/2000/7/contents. It is your responsibility to ensure that the copy downloaded is the most recent version of the EC Act.
• Any reference to "us" includes our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, advisers, service providers and suppliers.
• As stated in bold at the top of these Terms, by accessing the Website and/or by using the Services (as amended and updated from time to time), you agree to be bound by these Terms.

1. Your agreement to comply with these Terms

When accessing the Website, you enter into a legally binding contract with Cliquidity upon the terms and conditions of these Terms.

You agree that:

• logging in or accessing the Website, registering an account with us, making use of any of the Services and/or any use of the Website signifies your unconditional agreement to comply with all of the terms and conditions of these Terms;
• we may, at any time, amend or introduce additional terms and conditions relating to the Services or any other service, content, products, facilities or functionality which is made available by us by way of the Website or otherwise. You will be notified of such amendments and additional terms and conditions in the manner provided for in these
• we may, in our sole discretion, at any time and for any reason and without prior notice, suspend or terminate the Services, the operation of the Website or any of the Website Content or the right to use the Services, the Website or any of the Website Content.

If you do not agree to any term or condition of these Terms, the Privacy Policy, any policies, or any subsequent changes thereto or become dissatisfied with us, the Website or the Services, you must not make use of the Website and/or the Services and contact us using the contact details provided in paragraph 21 below.

These Terms and the other policies (including but not limited to the Privacy Policy) posted on the Website constitute the complete and exclusive understanding and agreement between us and govern your use of the Services and the Website superseding all prior understandings, proposals, agreements, negotiations, and discussions between the parties, whether written or oral.

The Terms and any additional document we incorporate by reference shall apply to you when you use the Website and/or any part of the Services.

These Terms may be updated by us at any time in our sole discretion. We may send you notice of such changes to the Website or the Terms at least 7 (seven) days before implementing such changes. You may choose to either accept the changes before they apply or to end your use of the Services.

You may print a copy of these Terms. If you have any difficulty printing these Terms or require assistance in obtaining a hard copy or electronic copy of these Terms, you should contact our support team by sending us an email via https://www.cliquidity.co.uk/individual/contact.

2. What do these Terms regulate?

These Terms regulate the terms and conditions upon which you may:

• use the Services and
• otherwise use the Website, including the use of the information, content, products or services including (without limitation) any text, software, icons, graphics, images, sound clips, trade names, logos, designs, trademarks and service marks which are displayed on, available on or incorporated in the Website (the "Content"), to the extent that such Content is not regulated by its own terms of use.

3. How do you access the Services?

In order to access the Services, you are required to register an account with us. You may either register a private account or a public account with us via Facebook or Twitter ("public account"). Depending on whether you have chosen a private or public account, you will be required to provide us with your name, surname. email address. The system will allocate an anonymous alias to you when you first register an account with us ("Access Details").

After you have registered for an account with us, we will send you a verification email to confirm your Access Details.

You will be required to enter your Access Details into the Website each time you want to access the Services unless you have toggled the "keep me logged in" button during log in.

You must not provide your Access Details to anyone. You are solely responsible for keeping your Access Details secret.

You are solely responsible for any Loss you may suffer should any other person use your Access Details.

4. Collection of Personal Information

We collect personal information from you. We will handle the collection, processing and storage of your personal information in accordance with our Privacy Policy accessible at http://www.cliquidity.co.uk/content/privacy.

By disclosing or submitting your personal information to us, you consent to us collecting, processing and storing your personal information for the purposes described in our Privacy Policy.

5. The Submission of Content on the Website or through our Services

You acknowledge and agree that you are solely responsible for selecting your privacy settings regarding your personal information and for posting, transmitting, linking or publishing confidential information.

You retain all intellectual property rights in and to your Content, however, by submitting the Content to us, including any Content associated with your Assessments, you hereby grant to us an irrevocable, non-cancellable, perpetual, worldwide, non-exclusive, royalty-free, sub-licensable, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Content in connection with the Website and our (and its successors') business, including, without limitation, for the purpose of providing Match Reports, making the Content available on our Platform for the purposes of the Services, promoting and redistributing part or all of the Website and Content therein (and derivative works thereof) in any media formats and through any media channels now or hereafter known in accordance with our Privacy Policy.

You agree that Cliquidity is entitled to provide your Assessment Results to partners via our Platform (having regard for your privacy and anonymity as described in the Privacy Policy) with no compensation paid to you.

You expressly agree not to provide any Content:

• that violates any law;
• that infringes any of the foregoing intellectual property rights of any party, or is Content that you do not have a right to make available under any law or under contractual or fiduciary relationships;
• that is harmful, abusive, unlawful, threatening, harassing, defamatory, pornographic, libelous, invasive of another's privacy or other rights, or harms or could harm minors in any way;
• that harasses, degrades, intimidates or is hateful toward an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• that violates any employment laws, including but not limited to those prohibiting the stating, in any advertisement for employment, a preference or requirement based on race, color, religion, sex, national origin, age, or disability of the applicant.
• that includes personal or identifying information about another person without that person's explicit consent;
• that impersonates any person or entity, including, but not limited to, any of our employees, or falsely states or otherwise misrepresents an affiliation with a person or entity;
• that constitutes or contains any form of advertising or solicitation if e-mailed to users who have requested not to be contacted about other services, products or commercial interests;
• 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;
• that disrupts the normal flow of dialogue with an excessive number of messages ("flooding attack") to the Services, or that otherwise negatively affects other users' ability to use the Services; or
• that employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Services.

Additionally, you agree not to:

• make any libelous or defamatory comments or emails to or against anyone;
• except for the purposes of the Cliquidity Button, to collect personal information (as defined in the Privacy Policy) or data about other users or entities for commercial or unlawful purposes;
• attempt to gain unauthorised access to computer systems owned or controlled by us or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Services or the Website.

You understand that when using the Website, you will be exposed to Content from a variety of sources and users, and that we are not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content, including any Content provided by users relating to any Assessments.

6. Conditions of Use

When using the Services and without limiting paragraph 6 above, you hereby agree as follows:

• you will not be entitled to register an account on behalf of any other person whatsoever;
• you may not register an alternative account if your membership to use the Services on the Website is suspended or terminated for any reason whatsoever;
• you will not be entitled to transfer your membership to another person or accept or use an account on the Website that is not your own;
• you may not use the Services and the Website to unlawfully compete with Cliquidity.

7. Specific conditions relating to the use of our Services

Assessments When you view and/or use our Assessment Results, you understand and agree that the validity of any Assessment Results depends on your honesty and self-insight when you complete the Assessments. You also accept that our Assessment Results are situational and reflect your current situation at the time you completed the Assessment. You acknowledge that the information on the Website and our Assessment Results is not intended to, and does not, constitute professional psychological or psychiatric advice or a replacement or substitute for professional psychological or psychiatric advice of any nature whatsoever, including (without limitation) in respect of any diagnosis or treatment to a specific psychological or psychiatric question or condition. We will not be held liable for any Loss suffered as a result of relying on the Assessment Results whatsoever.

The Search function

When you use our Search function, you accept that:

• the accuracy and completeness of other user Assessments might affect the quality of your Search results. We are not responsible for any information that is provided by other users, and we do not verify the validity of such information.
• You accept that the validity of any Assessments Results through our Services depends on the honesty and self-insight of the other users and may only reflect how the user responded to his/ her situation at the time their Assessment was submitted to Cliquidity; and
• you understand that location referred to under our Search function is determined on a "per city/town basis" and as such that the map markers represented in the "Location" portion of the search criteria only represent general locations.

Our Match Reports When you use our Match Reports, you accept that the ranking of matches is done based on the Assessments completed by yourself and the other user and is solely dependent of the honesty and self-insight both users. You accept that the ranking, as well as the Personality dimensions that are well suited or that may potentially cause conflict have been determined with reference to psychological theories and may not be true in each specific case.

Requesting Introductions The content of any Introduction messages provided to you is not verified or reviewed by us and is provided solely by the user requesting an Introduction with you via our Services.
When you accept an Introduction, you hereby confirm and agree that we are entitled to email the name and email address you provided to us for this purpose. Any communications subsequent to the Introduction does not form part of our Services and we will not be held liable for any Loss associated with such communications whatsoever.

Using the Cliquidity Button on your website You are permitted to use the Cliquidity Button and create a link to the home page of the Website on your website so long as the link does not portray us, our employees, affiliates or agents in a false, confusing, misleading, derogatory, or otherwise offensive manner. You also agree to ensure that any hyperlink to the home page of the Website is clearly visible and the use of the Cliquidity Button in its prescribed format and in accordance with the following terms and conditions:

• you agree that using the Cliquidity Button on your website you can direct people to sign up on Cliquidity and complete the Assessments but you will not be given access to their Assessment Results;
• if you want to obtain the Assessment Results you can either request an Introduction with the user or request the Assessment Results directly from the user;
• we will not be held liable for any changes made to Assessment Results which you obtain directly from a user or any Loss associated with any changes made to the Assessment Results provided by the user;
• you accept that the validity of the Assessment Results is dependent on the honesty and self-insight applied at the time user completed the Assessments and that the Assessment Results are situational and may reflect the user's circumstances at the time he/ she completed the Assessments;
• you will be obliged to respect any user's right to privacy and comply with all applicable data protection laws, as well as the Privacy Policy; and
• you will not sell any user's Assessment Results whether received via the Website or directly from user.

8. Paid Services

We may charge a fee to you to complete Assessments or to request an Introduction ("Paid Services"). We will notify you before we charge you any fee for Paid Services.
Any such fees paid hereunder are non-refundable if:

• any Content is removed from the Services for violating these Terms;
• you do not receive a response from another user as a result of any Introduction or you do not receive a favorable response; or
• we have made your Assessment results available to you.

The fees may be subject to amendment depending on the contract between you and us for the Paid Services. If you choose to enter into a contract with us as a Subscriber for Paid Services, you may be required to enter into separate terms and conditions for such Paid Services. If a contract is entered into between you and us for Paid Services, unless otherwise agreed between you and us, either you or us will be entitled to cancel the contract on one months prior written notice to the other party. In these circumstances, you will no longer be able to access the Content posted in the designated area of the Website.

9. Intellectual Property

You acknowledge and agree that the materials on the Website, other than the user Content that you licensed under paragraph 6 of the Terms, including without limitation, the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like ("Materials") and the trademarks, service marks and logos contained therein ("Marks"), are owned by or licensed to us, and are subject to copyright and other intellectual property rights in the United Kingdom and foreign laws and international conventions. Materials on the Website are provided to you AS IS for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners.

We reserve all rights not expressly granted herein to the Website and the Materials. You agree to not engage in the use, copying, or distribution of any of the Materials other than as expressly permitted herein, including any use, copying, or distribution of Materials of third parties obtained through the Website for any commercial purposes. If you download or print a copy of the Materials for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Materials or enforce limitations on use of the Website or the Materials therein.

The Services is protected to the maximum extent permitted by copyright laws, other laws, and international treaties. Content displayed on or through the Services is protected by copyright as a collective work and/or compilation, pursuant to copyrights laws, other laws, and international conventions. Any reproduction, modification, creation of derivative works from or redistribution of the Website, the Materials, or the collective work or compilation is expressly prohibited. Copying or reproducing the Website, the Materials, or any portion thereof to any other server or location for further reproduction or redistribution is expressly prohibited.

You further agree not to reproduce, duplicate or copy Content or Materials from the Services, and agree to abide by any and all copyright notices and other notices displayed on the Services. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Services. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Services.

10. Indemnity

As far as the law allows, you agree to defend, indemnify us and hold us and our officers, subsidiaries, affiliates, successors, assigns, directors, officers, agents, service providers, suppliers and employees harmless from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys' fees) arising from:

• your use of and access to the Website and/or the Services;
• your violation of any term of these Terms;
• your violation of any third party right, including without limitation any copyright, trademark, trade secret or other property, or privacy right; or
• any claim that your Content caused damage to a third party. This defense and indemnification obligation will survive termination, modification or expiration of these Terms and your use of the Services and the Website.

11 Limitation and termination of Services

Your account will automatically be deactivated if your account is inactive for a prolonged period of 12 months. Should you wish to deactivate your account, you can contact us to deactivate your account on https://www.cliquidity.co.uk/individual/contact.
We reserve the right at any time to modify or discontinue the Services (or any part thereof) with or without notice and that we shall not be liable to you or to any third party for any such modification, suspension or discontinuance of the Services.

You acknowledge and agree that we, in our sole and absolute discretion, have the right (but not the obligation) to delete or deactivate your account, block your e-mail or IP address, or otherwise terminate your access to or use of the Services (or any part thereof), immediately and without notice, and remove and discard any Content within the Services, for any reason or no reason at all, including, without limitation, if we believe that you have violated these Terms. Further, you agree that we shall not be liable to you or any third-party for any termination of your access to the Website or the Services. Further, you agree not to attempt to use the Services after any such termination.
No provision of these Terms (or any contract governed by these Terms):

• does or purports to limit or exempt us from any liability (including, without limitation, for any loss directly or indirectly attributable to our gross negligence or wilful default or that of any other person acting for or controlled by us) to the extent that the law does not allow such a limitation or exemption; or
• requires you to assume risk or liability for the kind of liability or loss, to the extent that the law does not allow such an assumption of risk or liability.

12. Disclaimer of Warranties

You expressly acknowledge and agree that use of the Website and the Services is entirely at your own risk and that the Website and the Services are provided on an "as is" or "as available" basis, without any warranties of any kind.
All express and implied warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights are expressly disclaimed to the fullest extent permitted by law. As far as the law allows, we, our officers, directors, employees, and agents disclaim all warranties, express or implied, in connection with the website and your use thereof. We make no warranties or representations about the accuracy or completeness of the Website's content or the content of any third party websites linked to the Website and assumes no liability or responsibility for any:

• errors, mistakes, or inaccuracies of content;
• personal injury or property damage, of any nature whatsoever, resulting from your access to and use of the website and services;
• any unauthorized access to or use of our servers and/or any and all personal information and/or financial information stored therein;
• any interruption or cessation of transmission to or from the Website. For the avoidance of doubt, you acknowledge the delivery of the Service is dependent on your Internet service provider network and infrastructure;
• any bugs, viruses, trojan horses, or the like which may be transmitted to or through the website by any third party, and/or
• any errors or omissions in any Content, the Assessment Results, Match Results or for any Loss of any kind incurred as a result of the use of any Content posted, emailed, communicated, transmitted, or otherwise made available via the Website or the Services.

We do not warrant, endorse, guarantee, or assume responsibility for any product or services advertised or offered by a third party through the Website or any hyperlinked website or featured in any banner or other advertising, and we will not be a party to or in any way be responsible for monitoring any transaction between you and/or other users and/or third-party providers of products or services. As with the purchase of a product or services through any medium or in any environment, you should use your best judgment and exercise caution where appropriate.

13. Limitation of Liability

In no event shall we, our officers, directors, employees, or agents, be liable for direct, indirect, incidental, special, consequential or exemplary damages (even if we have been advised of the possibility of such damages), resulting from any aspect of your use of the Website or the Services, including without limitation whether the damages arise from use or misuse of the Website or the Services, from inability to use the Website or the Services, or the interruption, suspension, modification, alteration, or termination of the Website or the Services.
Such limitation of liability shall also apply with respect to damages incurred by reason of other services or products received through or advertised in connection with the Website or the Services or any links on the Website, as well as by reason of any information, opinions or advice received through or advertised in connection with the Website or the Services or any links on the Website.
These limitations shall apply to the fullest extent permitted by law and subject to paragraph Error: Reference source not found, you specifically acknowledge and agree that we shall not be liable for user submissions or the defamatory, offensive, or illegal conduct of any user or third party and that the risk of harm or damage from the foregoing rests entirely with you.

14. Assignment

These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by us without restriction. Any assignment or transfer by you shall be null and void.

15. Ability to accept terms of services

You affirm that you are either more than the Age of Consent, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms, and to abide by and comply with these Terms.

16. Successors and assigns

These Terms shall inure to the benefit of and be binding upon each party's successors and assigns.

17. Violation of terms

Please report any violations of the Terms (including the Privacy Policy) that you become aware of by contacting us using the link at the bottom of the Website homepage at www.cliquidity.co.uk. Any failure to act by us with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches by you or others.

18. Variation of certain deeming provisions in the EC Act

By using the Website and/or the Services, you agree that these Terms create a binding contract between us and you, even though these Terms are wholly or partly in the form of a data message. You agree specifically that:

• the contract will be treated as if it was concluded at our physical address on the date on which you first made any use of the Website;
• an electronic signature is not required by you or us for purposes of agreeing to these Terms;
• your use of the Website and/or the Services is sufficient evidence of your agreement to these Terms;
• any data message sent by either you or us to the other will be deemed to have been sent from our physical address if neither your usual place of business nor residence is located within United Kingdom;
• subject to the further provisions of these Terms, any communication sent to you by an information system programmed to operate automatically on our behalf will be a data message attributable to, or authorised by us; and
• subject to the further provision of these Terms, a data message sent by you to us will only be treated as having been received by us when an acknowledgement of receipt is sent by us personally or a person who had authority to act on our behalf in respect of that data message.

19. Interpretation and miscellaneous provisions

Unless the context provides otherwise or it is expressly stated to the contrary, the Terms and the relationship between us shall be governed by the laws of the United Kingdom. You and we agree to submit to the personal and exclusive jurisdiction of the courts located in London. Our failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of the Terms is found by a court of competent jurisdiction to be invalid (including, without limitation, because such provision is inconsistent with the laws of another jurisdiction) or inapplicable, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision.
The termination of any contract created by these Terms will be without prejudice to any other rights or remedies that you or we may be entitled to under the agreement or at law, and will not affect any of our or your accrued rights or liabilities nor the coming into or continuance in force of any provision of these Terms which is expressly or by implication intended to come into or continue in force on or after such termination.

20. How to contact us

If you have questions about these Terms or our Privacy Policy, please contact us at https://www.cliquidity.co.uk/individual/contact.