MYELEPHANTBITES LIMITED

WEBSITE TERMS AND CONDITIONS

Welcome to the MyElephantBites.com website.

This is an important section of this Website explaining the terms and conditions you are agreeing to when you access this Website or request the provision of any Services.  Please read these Conditions carefully.  You should understand that by using this Website and / or requesting the provision of any Services, you agree to be bound by these Conditions.  If you do not agree to these Conditions you may not use the Website.  We reserve the right, at our sole discretion, to update or revise these Conditions.  Please check the conditions periodically for changes. Your continued use of this Website following the posting of any changes to the Conditions constitutes acceptance of those changes.

You may only use this Website and request the provision of or obtain any Services, for your own personal use.  If you would like to use this Website or obtain any Services for commercial purposes, please contact us on info@myelephantbites.com .

1.          Definitions

In order to make these Conditions easier to read and understand, we have defined certain terms.  Where you see any of the following terms used in these Conditions, they have the following meanings:

“Conditions” means these terms and conditions (as may be amended from time to time) and the terms of any legal notices applicable to any Service or any Promotion which you use or participate in (which will be accessible for you to read either within, or through your use of, or participation in, that Service or Promotion); “Content” means any material from time to time submitted by you to us via the Website including (without limitation) any text, information, data, photograph,  image, audio or visual material in whatever medium or form;  “Data Protection Act” means the Data Protection Act 1998 (as amended from time to time) or such other legislation which enacts or consolidates it (with or without modification); “Delivery Materials” means any material comprising any Content or any derivative work based on any Content, in whatever medium or form, including (without limitation) any photo movie in electronic form incorporating any Content; “Distance Selling Regulations” means the Distance Selling (Consumer Protection) Regulations 2000 (as amended from time to time) or such other legislation which enacts or consolidates it (with or without modification);  “EEA” means European Economic Area; “Intellectual Property Rights” means all intellectual property rights wherever in the world arising, whether registered or unregistered (and including any application), including without limitation, copyright, confidential information, patents, patentable rights, rights in know-how, database rights, trade marks, service marks, logos, URLs, domain names and design rights; “Membership Account” means an account opened and maintained pursuant to these Conditions to enable you to use and / or purchase any Services;  “MyElephantBites / We / Us” means MyElephantBites Ltd; “Personal Data” means any personal information which you provide to us via this Website including (without limitation) the personal information described in our Privacy Policy; "Promotion" means any promotional offer, prize promotion, competition or other promotional or PR activity; “Service” means any service provided or offered to be provided on or through this Website, including (without limitation) the creation, supply and storage of any Delivery Materials and the storage of any Content; “Users” means the users of the Website collectively; “Website” means www.myelephantbites.com website or any subsequent URL which may replace it; and “You” means any user of this Website.

2.          Information about Us

2.1        Who are we?

This Website is owned and operated by or on behalf of MyElephantBites Limited.  We are a limited company registered in England and Wales under company registration number 6081261 with our registered office and main trading address at 96 Banbury Road, Oxford OX2 6JT.  Our VAT number is 904 3616 44.

2.2        How can you contact us?

If you want to ask us anything about these Conditions or have any comments or complaints about our Website, please email us at support@myelephantbites.comAlternatively, please write to us at our registered office address.

3.          Changes to this Website and to these Conditions

We reserve the right at any time and without prior notice or liability to you, to:

• modify or withdraw this Website (or any part of it or any Service offered over it); and/or

• change these Conditions from time to time.

We may from time to time hold Promotions on this Website.  The rules applicable to any Promotion will be set out on and accessible via this Website at the time any such Promotion is being held and will form part of these Conditions in the event that you participate in any such Promotion.  You should understand that by participating in any Promotion, you agree to be bound by those rules as well as by the other terms and conditions set out herein.

4.        Your Membership Account

4.1      Opening a Membership Account

Before you can store any Content or Delivery Materials on this Website or purchase any Service via this Website, you will need to open a Membership Account by completing and submitting to us the membership registration form.

By opening a Membership Account on this Website and/or placing any orders for the provision of any Services through this Website, you warrant that:

• you are legally capable of entering into binding contracts;

• any personal information which you are required to provide when you register and open an account with us is true, accurate and complete in all respects.

You will have to provide your email address and a password when you complete the membership registration form in order to open a Membership Account, which we will use in order to verify your identity if you wish to access your Membership Account on future visits to the Website.  We will store and use these details, along with any other personal data you may supply to us from time to time whether during the registration process or otherwise, in accordance with our Privacy Policy.

You must keep your password secure at all times.  We may rely on any use of the Website with your email address and password as being authorised by you.

There is no charge for opening a Membership Account with us.  There may however be charges for any Services which you request us to supply to you, which are explained further in Condition 6.

4.2        Using your Membership Account

We will confirm to you on-screen and by email if we accept your membership registration, at which point your Membership Account will be activated.  From this time, and unless and until your Membership Account is terminated, you will be entitled, subject to any restrictions contained in these Conditions, to upload and/or post any Content to or on the Website and request Services to be supplied by us.  Please ensure you read our Members Conduct Policy as it is a condition of your membership that you comply at all times with such policy.

Please note that we reserve the right without notice to you to permanently delete, move, edit and/or otherwise disable access to any unfinished or incomplete Delivery Materials and/or any Delivery Materials which you have created but for which we have not received payment, and any Content from which any such Delivery Materials have been derived, in each case within  seven days of the date on which you uploaded such Content or started to create the Delivery Materials in question (whichever is the earlier).

4.3        Termination of your Membership Account

We reserve the right to terminate your Membership Account and the provision or use of any Service without notice to you for any reason and without limiting the generality of the foregoing, if:

• you register for membership using a non-existent email address or provide us at any time with any personal information which is untrue, inaccurate or incomplete; or

• when you place an order for any Service with us, you provide details of a non-existent credit card number or the number of a credit card which belongs to someone else; or

• you do not place an order for any Service with us and make payment for the same within 30 days of the expiry of any free trial period we may from time to time offer on this Website; or

• your Membership Account is inactive for a period of 365 days or more; or

• you breach any of these Conditions or any other policies or guidelines set forth by us from time to time elsewhere on the Website (including without limitation the Members Conduct Policy); or

• you engage in any conduct which we believe, in our sole discretion, to be harmful to our business or to other Users; or

• any Content which you submit or upload on or to this Website is the subject of any Notice of Infringement, Notice of Unlawful Activity or Infringement Notification.

You may terminate your Membership Account by sending a request to cancelmembership@myelephantbites.com  We will terminate your Membership Account as soon as reasonably practicable following receipt of your request.

If your Membership Account is terminated for any reason, we reserve the right without notice to you to:

· permanently remove and discard any Content (whether such Content is contained within any Service or otherwise stored on this Website) (including without limitation within any Delivery Materials stored by us) and any Delivery Materials themselves; and

· de-activate any hyperlink through which we may from time to time have given you access to any Delivery Materials.

5.          Purchase of Services

5.1        Description

             Each Service is sold subject to its description on this Website.

We have taken every care in the preparation of the content of this Website to ensure that as far as reasonably possible, all items and details shown on this Website are accurately represented.  However, slight variations in colour, typefaces, layout and sound quality may be experienced.

5.2        Placing an order

             You will be guided through the process of placing an order for any Service by a series of instructions which will appear on-screen during the photo movie production process.  You can review and edit any stylistic choices you have made during this process or change any of the photos you have selected to include in your photo movie, by following the instructions on-screen which will appear at the end of the production process.

When you wish to place an order for any Service with us (including without limitation the purchase of any photo movie you have created via the Website and the storage thereof on our Website), you will need to complete and submit to us your payment details and make full payment for the Service in accordance with our payment procedures.  Your order will be placed when you click on the “confirm order” icon which will appear on‑screen at the end of the payment process.

We engage Paypal, a payment service provider, to process on our behalf any credit or debit cards transaction which you place with us. When you place an order, you will receive an email sent by Paypal confirming your payment transaction detail.

Each month that you have a MyElephantbites monthly subscription, you agree and reaffirm that MyElephantbites is authorized to charge your credit or debit card for the subscription fee.

Notwithstanding the above, you acknowledge that MyElephantbites reserves the right to charge for any portion of the MyElephantbites services and to change its fees (if any) from time to time in its discretion. If MyElephantbites terminates your Membership because you have breached the Agreement, you shall not be entitled to the refund of any unused portion of fees or payments (if any).

5.3        Acknowledgment and acceptance of order

             We will acknowledge your order on-screen as soon as you have completed the order process.  Please note that this does not mean that we have accepted your order.  Acceptance of your order and formation of the contract between you and us will only take place once we have confirmed your credit or debit card authorisation for your order and sent you an order confirmation email.

By using this Website and / or requesting the provision of any Services and therefore agreeing to be bound by these Conditions, you consent to the immediate provision of the Services by us to you.  Accordingly, you will have no right to cancel the provision of any Services under the Distance Selling Regulations.

The contract between you and us will be concluded in English.  The details of your specific contract will not be filed by us.

5.4        Performance

Any Services you order will be performed immediately upon acceptance by us of your order, and any Delivery Materials will be delivered to the e-mail address which is held by us as part of your Membership Account details at the time of acceptance by us of your order.

6.          Price and Payment

The price of any Services will be as quoted on our Website from time to time, except in cases of obvious error.  Please note that prices are liable to change at any time.

All prices quoted are inclusive of VAT and all applicable taxes. 

Payment for all Services must be made by credit or debit card by following the payment instructions on the Website at the end of the photo movie production process.  Any charges for the Services requested will be billed to your credit or debit card once your order has been accepted in accordance with our order acceptance policy.

7.          Privacy Policy

We recognise the importance of on-line privacy, and are committed to protecting the privacy of your personal information.  This privacy policy sets out how we will use your Personal Data.  When you submit your Personal Data to us, you are giving your consent to the collection, use and disclosure of your Personal Data as set forth in this privacy policy.

For the purpose of the Data Protection Act, the data controller is MyElephantBites Limited.  We are listed in the Register of Data Controllers under the number Z9938627.  The Register of Data Controllers can be accessed through the website www.ico.gov.uk.  The Data Protection Act gives you the right to access information held about you.  Your right of access can be exercised in accordance with the Data Protection Act.  Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

You can update your personal information online by logging on to your Membership Account via the Website and following the on-screen instructions.

7.1        How do we collect your personal data?

We may collect and use any Personal Data which you voluntarily provide via the Website including (without limitation) the following:

• any data which you provide when you complete and submit to us the membership registration form and/or your payment details (including without limitation your name, address, email address, telephone number and other contact details); and

• any data which you provide to us when you sign up to any newsletters or bulletins, request any marketing information, participate in a survey or enter any promotions or competitions.

When you submit any Personal Data to us, you will be given the option to receive information from us by email about services, promotions or special offers which we think may be of interest to you.  You will also be given the option to receive information from other selected organisations either by post, telephone or email about services, promotions or special offers which they may offer.  If you do not wish to be contacted for such purposes, please ensure that you tick the appropriate box as you make your submission.  You may also unsubscribe from our contact list at any time as instructed on any email newsletter or update you receive from us, or by contacting us at unsubscribe@myelephantbites.com  If you would prefer that we do not collect any Personal Data from you, please do not submit any Personal Data to us.

7.2        How do we store your Personal Data?

We will keep your Personal Data on a secure server located in the United Kingdom.  The technology that we use and the security policies which we have implemented are intended to safeguard your Personal Data from unauthorised access and improper use.

We will keep your Personal Data for a reasonable time to enable us to use it for the purposes described in this privacy policy.

7.3        How do we use your Personal Data?

             We use your Personal Data for the following purposes:

• processing any order you have placed for any Service, administering your Membership Account and otherwise in connection with any Service for which you have provided your Personal Data;

• responding to any enquiry you have made;

• sending you by email newsletters and/or alerts or information regarding our future services (if you have given your consent for us to do this when you submitted your Personal Data);

•  evaluating the operation and functioning of our Website, and making improvements thereto, based on information you may have voluntarily provided to an online survey; and

• in aggregate form, for internal business purposes, such as generating statistics and developing our marketing plans.

In the event that you participate in any Promotion which we may from time to time hold on this Website, we may also publish your name, age and geographical location alongside the publication on our Website of any Content which you submitted or uploaded to or on the Website for the purpose of participating in any such Promotion and/or any Delivery Materials comprising such Content (to which you agree pursuant to Condition 9.1), or otherwise to indicate that you won or took part in the Promotion in question or as part of any other promotional activity we (or any party we may appoint) may from time to time undertake.

7.4        Who do we disclose your Personal Data to?

We may disclose your Personal Data (and any User Information (as described in Condition 7.6)) to any of the following:

· any of our service providers or agents including (without limitation) those engaged by us to perform functions such as payment processing and customer support or mailings, providers of prizes in any promotions which we may from time to time organise, database administrators engaged by us from time to time and partner charities;

· other selected organisations to enable them to contact you or send you information by post, telephone or email regarding services, promotions or special offers which they may offer (if you have given your consent for us to do this when you submitted your Personal Data to us); and

· any of the persons referred to in Condition 7.5 below.

In disclosing your Personal Data (and any User Information) in any of the circumstances described above, we may need to send your Personal Data and User Information outside the EEA to a country whose laws may not provide adequate levels of protection to personal data.  When you submit your Personal Data to us via this Website and by using this Website, you are giving your consent to the use of your Personal Data and User Information in the manner described in this privacy policy and to the transfer of your Personal Data and User Information outside the EEA to a country or territory whose laws may not provide adequate levels of protection to personal data.

We may also disclose your Personal Data as is necessary, in our sole discretion, to comply with any applicable law, regulation, legal proceeding or governmental request.

7.5        Business Transfers

             As we continue to develop our business, we might decide to sell our business or assets.  In such transactions, Personal Data and User Information are generally amongst the transferred business assets.  In the event of any such sale (which may be to an entity which is outside the EEA), we may need to send your Personal Data and User Information to such entity, who may continue to use the same.  When you submit your Personal Data to us via this Website and by using the Website, you are giving your consent to the transfer of your Personal Data and User Information to such parties in these circumstances.

7.6        Cookies and tracking technology

When you visit the Website, we use certain tracking technology to collect and use details of where you are on the internet (for example, the URL you came from, IP address, domain types, your browser type, the country and telephone area code where your computer is located) and the pages of the Website that you visited, the advertisements you clicked on and any search terms that you entered  ("User Information").  This is statistical data about Users' browsing actions and patterns, and does not identify any individual.  We may collect User Information even if you do not register with us or open a Membership Account, subscribe to any of our Services or otherwise submit your Personal Data to us via the Website.

We will use your User Information for internal business purposes, such as generating statistics and developing our marketing plans, and will keep such User Information for a reasonable time to enable us to use it for this purpose.

For the same reason, we obtain User Information by using cookies.  When you visit the Website, we may store some information on your computer.  This information will be in the form of a “cookie,” a small text file or files which the Website places on your computer to identify your computer, to store information about your use and navigation of the Website, and to obtain User Information.

We can access these cookies when you open an email from us or visit the Website in the future.  We use this information to improve your experience of the Website and to deliver a better and more personalised service.  Cookies enable us to:-

· estimate our audience size and usage pattern;

· store information about your preferences and therefore allow us to customise the Website according to your individual interests; and

· recognise you when you return to the Website.

With most Internet browsers, you can erase cookies from your hard drive, receive a warning before a cookie is stored or refuse to accept cookies by activating the setting on your browser which allows you to block all cookies.  However, if you select this setting you will be unable to access this Website.  Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you log on to the Website.

Please note that our Website may contain links to other websites, some of which may be our advertisers, and others may be completely unrelated parties.  These websites may also collect information and use cookies, over which we have no control.  We encourage you when you leave our Website to read the privacy statements of each website you visit. 

By using this Website, you agree to us collecting and using your User Information in the manner described in this Privacy Policy. 

8.          Members Conduct Policy

We are committed to ensuring that our Website and the Services we provide remain fun and safe for our Users.

Our Website and Services rely on members submitting or uploading Content to or on this Website.  By using this Website, opening and maintaining a Membership Account, and/or placing any order for the provision of any Service through this Website, you warrant that you will only use this Website and the Services for lawful purposes and will not upload, submit or store to or on this Website any Prohibited Content.

You acknowledge and agree that notwithstanding that we have the right (but not the obligation) to pre-screen, examine, monitor or edit any Content which a User submits or uploads to or on this Website (as further prescribed in this Condition 8), all such Content is the sole responsibility of the User who submitted or uploaded it, and that by viewing or using this Website you may be exposed to content which you consider to be offensive or harmful.  Subject to Condition 13.2, we will not be liable to you for any loss or damage which you may suffer or incur as a direct or indirect result of any such exposure or failure or delay in removing such Content .  You also acknowledge and agree that this means that you are responsible for the Content which you submit or upload to or on this Website.

For the purpose of this Condition 8, “Prohibited Content” includes (without limitation) the following types of Content:

· Content which infringes anywhere in the world any third party's Intellectual Property Rights, other proprietary rights or rights of privacy;

· Content which impersonates any person or entity;

· Content for which you do not have the consent or permission of each identifiable person in the Content to use the name or photograph of each such person (to the extent each is implicated by the Content);

· Content which constitutes unauthorised or unsolicited advertising or any other form of unauthorised solicitation;

· Content which violates any law, statute, ordinance or regulation anywhere in the world;

· Content which is defamatory, libellous, unlawfully threatening, abusive  or unlawfully harassing, deceptive, fraudulent or tortiuous;

· Content which is obscene or pornographic or which contains child pornography;

· Content which victimizes, harasses, degrades or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability;

· Content which contains software or any other viruses, worms, corrupt files, Trojan horses or other forms of corruptive code or any other material which may compromise this Website or the provision of any Service; and

· Content which, in our judgement, does not comply with these Conditions or is otherwise harmful, objectionable or inaccurate.

We have the sole discretion to determine whether any Content is Prohibited Content.  You acknowledge and agree that although we do not and will not examine or review any Content submitted or uploaded to or on this Website, we have the absolute right (but not the obligation) to examine any Content and delete, move, edit and/or disable access to any Content (and/or any Delivery Materials derived in whole or in part from such Content) for any reason, at any time and without notice to you (including, without limitation, in the event we receive any Notice of Infringement, Notice of Unlawful Activity and/or Infringement Notification regarding such Content or Delivery Materials).

We may also, at our sole discretion at any time and without notice to you:

· contact any law enforcement agency or court of competent jurisdiction regarding any Content which we believe, in our sole discretion, may constitute Prohibited Content and supply copies of such Content to them and give them access to any Personal Data which is held by us relating to any User who has submitted such Content to us; and/or

· refer any matter to a law enforcement agency or court of competent jurisdiction where in our reasonable opinion, we consider that any matter arising from your use of this Website or any Service is of a criminal or illegal nature.

9.          Ownership of Rights

9.1        What you own and what you allow us to do

             As between us and you, and except as set out in Condition 9.2, you own all rights, title and interest (including all Intellectual Property Rights) in and to any Content. 

You should be aware that you may not use, reproduce, distribute or display material which is subject to copyright or other Intellectual Property Rights without the permission of the rights-owner.  The ability to access images, text, music or other material provided on websites does not give you any right to use any such materials as you wish.  Only the owner of the copyright or other Intellectual Property Rights in any such materials (or a person authorised by him) can give you permission to use, copy, distribute or display such protected materials.

Without limiting the foregoing, you should therefore ensure that except for any text, music, images or other materials which we may make available on this Website for your use in accordance with Condition 9.2, you either own or have the free right to use, copy, distribute or display, and upload or submit to or on this Website, all materials included in any Content including (without limitation) music, photos and text, and to incorporate the same into any photo movie which you wish to create using this Website.  This includes having the consent or permission of each identifiable person appearing in any photo which you submit or upload on or to this Website to the use of their image in this manner.

You represent and warrant to us that:-

· you are the owner of all Intellectual Property Rights in and to any Content or that you have the express written permission from the owner of such Intellectual Property Rights to submit such Content to us via this Website and to allow us to use the same for the purpose of providing any Service or supplying any Delivery Materials relating to or incorporating such Content to you; and

· you have obtained the express written consent or permission of each identifiable person in the Content to use the name or photograph of such person (to the extent each is implicated by the Content) as part of the Content which you submit or upload on or to this Website, to the incorporation thereof into any Delivery Material which you request as part of any Service, and to allow us to use the same for the purpose of providing any Service or supplying any Delivery Materials relating to or incorporating such name or photograph.

You hereby grant to us a perpetual, irrevocable, worldwide, transferable, sub-licensable, non-exclusive, royalty-free licence to use in any way any Content which you submit to us via this Website (including without limitation to copy, display, modify, transmit, make derivative works of and distribute any such Content) for the purpose of providing any Service to you or creating, supplying to you or to any person nominated by you, and/or storing any Delivery Materials relating to such Content.

In the event that you participate in any Promotion which we may from time to time hold on this Website, you agree that the licence which you grant to us in the foregoing paragraph shall extend to the publication on our Website of any Content which you submitted or uploaded to or on the Website for the purpose of participating in any such Promotion and/or any Delivery Material comprising such Content, and/or the use of such Content and/or Delivery Material for any other promotional activity we (or any party we may appoint) may from time to time undertake.

9.2        What we own and what we allow you to do

             As between us and you:

· we own or have the right to use all rights, title and interest (including all Intellectual Property Rights) in and to this Website, all material contained on this Website, and all software programs (in object and source code form) which are comprised in this Website or which are otherwise used in the provision of any Services or the supply of any Delivery Materials, including without limitation in and to any text, fonts, photographs and other images, designs and music, but (subject to Condition 9.1) excluding any rights, title and interest (including all Intellectual Property Rights) in and to any Content;

· without limiting the generality of the foregoing paragraph, all trade marks included on this Website belong to us or our third party licensors and partners.  The mark MYELEPHANTBITES and the “elephant logo” are trade marks which belong to us; and

· we own all rights, title and interest (including all Intellectual Property Rights) in and to any Delivery Materials, but (subject to Condition 9.1) excluding any rights, title and interest (including all Intellectual Property Rights) in and to any Content contained therein.

       You may:

· download, temporarily store and print hard copies of any pages of this Website, for personal, non-commercial use; and/or

· distribute copies (in printed or electronic form) of any pages of this Website to third parties for their personal, non-commercial use, provided that we are acknowledged as the source and copyright owner and that their attention is drawn to these Conditions; and/or

· subject  to compliance with these Conditions including payment of all fees due pursuant to Condition 6:

(i)          download, store for any length of time and print hard copies of any Delivery Materials containing any Content submitted by you, for personal, non-commercial use; and/or

(ii)         distribute copies (in printed or electronic form) of any Delivery Materials containing any Content submitted by you, to third parties for their personal, non-commercial use, provided that (a) you comply with these Conditions including without limitation your obligations set out below under the heading “You may not”; and (b) you are fully satisfied that any  details contained in any Delivery Materials on which you may choose to rely (including without limitation any names, dates and times of events, and address details) are accurate and correct.

You may not and may not allow any third party to:

· in any way alter or adapt the text of the material on the Website or of any material copied or printed off or distributed from the Website or the text or any other aspect of any Delivery Material (including without limitation any trade marks or logos included on any such material); and/or

· remove any copyright, trade mark or other intellectual property notices contained in the material on the Website from any material copied, printed off or distributed from the Website or contained in any Delivery Material; and/or

· in any way copy, modify, adapt, merge, translate, reverse engineer, decompile, disassemble or create derivative works based on the whole or any part of any Delivery Material; and/or

· download or in any way use, copy or create derivative works based on the whole or any part of any material which we may place on the Website from time to time (including without limitation any music, font, text or images) other than for the purpose of creating and/or requesting the incorporation of the same into, any Delivery Material (and save as otherwise set out in this Condition 9.2).

10. Notification of infringement of Intellectual Property Rights and of unlawful activities

We respect the Intellectual Property Rights of third parties and expect Users to do the same.  We also wish to ensure that this Website remains a fun and safe place for our Users and that our Users respect the Members Conduct Policy set out in Condition 8.

As explained in our Members Conduct Policy, although we reserve the right to pre-screen, examine, monitor or edit any Content from time to time submitted or uploaded on or to this Website, we are under no obligation to do so, and we do not and will not examine or review any such Content.  Unless or until we receive a Notice of Infringement, Notice of Unlawful Activity or Infringement Notification (as appropriate) (as explained below):

· we may not have any knowledge of any alleged infringement of Intellectual Property Rights or of any unlawful activity which may be occurring on or through this Website;

· we may not be aware of any facts or circumstances from which any such alleged infringement of Intellectual Property Rights or unlawful activity may be apparent; and

· we may therefore be unable to take appropriate action.

It is our policy to respond to notices of alleged infringement of Intellectual Property Rights of unlawful activities which comply with applicable international intellectual property and e-commerce law.  If you are resident in the United States of America and you wish to report any alleged infringement of Intellectual Property Rights, please refer to the terms set out in Condition 10.1.  If you are resident anywhere other than the United States of America and you wish to report any alleged infringement of Intellectual Property Rights, please refer to the terms set out in Condition 10.2.

10.1      Procedure for residents in the USA

10.1.1   Notification of alleged infringement of copyright or other Intellectual Property Rights

             In order to address clear notices of alleged copyright infringement or the infringement of other intellectual property rights, we have established the following Conditions which are intended to address those concerns.  They describe the information that should be present in these notices, and are designed to make submitting notices of alleged infringement to us as straightforward as possible. The form of notice specified below is consistent with the form suggested by the United States Digital Millennium Copyright Act (the text of which can be found at the U.S. Copyright Office Web Site, http://www.copyright.gov).

             Regardless of whether we may be liable for such infringement under local country law or United States law, our response to these notices may include removing or disabling access to material claimed to be the subject of infringing activity and/or terminating subscribers. If we remove or disable access in response to such a notice, we will make a good-faith attempt to contact the owner or owner's authorized agent so that they may make a counter notification.

If you are the owner of copyright or other Intellectual Property Rights, or have been authorized to act on behalf of the owner of such rights, and you believe in good faith that any unlawful activity is taking place on or through this Website or that any unlawful information (including without limitation any Prohibited Content) has been submitted or uploaded on or to this Website, you may file a notice of infringement with us.  In order to do so, you must provide a written communication (by fax or regular mail -- not by email) that sets forth the items specified below. Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that an activity is infringing your copyrights or other Intellectual Property Rights.  Accordingly, if you are not sure whether certain material of yours is protected by copyright laws, we suggest that you first contact an attorney.

To expedite our ability to process your request, please use the following format (including section numbers):

1. Identify in sufficient detail the copyrighted work that you believe has been infringed.

For example, "The copyrighted work at issue is the text that appears on http://www.legal.com/legal_page.html"

2. Identify the material that you claim is infringing the copyrighted work listed in item #1 above. Identify each page that allegedly contains infringing material by providing its URL.

3. Provide information reasonably sufficient to permit us to contact you (email address is preferred).

4. Include the following statement: "I have a good faith belief that use of the copyrighted materials as described above is not authorized by the copyright owner, its agent, or the law."

5. Include the following statement: "I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed."

6. Sign the paper.

7. Send the written communication to our Designated Agent, Crawford Hollingworth, 96 Banbury Road, Oxford Ox2 6JT Fax: 01865 461256. ("Infringement Notification"). 

Failure to include all of the above information may result in a delay of the processing the notification.

10.1.2  What we will do when we receive an Infringement Notification

Upon receipt of an Infringement Notification, we will follow the steps outlined herein and in applicable law.  We will make an attempt to secure the voluntary take down of the work, but, if not, we reserve the right, in our sole discretion and without notice to any User, to:

· delete, move, edit and/or otherwise disable access to any Content which is the subject of any such Infringement Notification (and any Delivery Materials derived in whole or in part therefrom);

· comply with appropriate law in the event a counter notification is received by its Designated Agent;

· terminate the Membership Account of any User (and/or the provision or use of any Service by such User) whose Content is the subject of any such Infringement Notification; and/or

· terminate the Membership Account of any User (and/or the provision or use of any Service by such User) who we believe to be a repeat infringer.

10.1.3      Counter notice procedures

The provider of the affected Content may make a counter notification pursuant to sections 512(g)(2) and (3) of the Digital Millennium Copyright Act. When we receive a counter notification, we will reinstate the material in question.

To file a counter notification with us, you must provide a written communication (by fax or regular mail -- not by email) that sets forth the items specified below. Please note that you will be liable for damages (including costs and attorneys' fees) if you materially misrepresent that the Content you provided is not infringing the copyrights of others. Accordingly, if you are not sure whether certain material infringes the copyrights of others, we suggest that you first contact an attorney.

To expedite our ability to process your counter notification, please use the following format (including section numbers):

1. Identify the specific URLs of material that we removed or to which we disabled access.

2. Provide your name, address, telephone number, email address, and a statement that you consent to the jurisdiction of any United States Federal District Court for the judicial district in which your address is located (if your address is within the United States) or in any judicial district in which we may be found (if your address is outside of the United States), and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

3. Include the following statement: "I swear, under penalty of perjury, that I have a good faith belief that each search result or message identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled, or that the material identified by the complainant has been removed or disabled at the URL identified and will no longer be shown."

4. Sign the paper.

5. Send the written communication to the following address: MyElephantBites, 96 Banbury Road, Oxford OX2 6JTY.

10.2      Procedure for residents anywhere in the world other than the USA

10.2.1 Notification of alleged infringement of copyright or other Intellectual Property Rights

If you are the owner of copyright or other Intellectual Property Rights, or have the exclusive right to use any such rights, please promptly report any alleged infringements of such copyright or other Intellectual Property Rights which you believe in good faith are taking place on or through this Website to us by sending notice to support@myelephantbites.com ("Notice of Infringement").  Please include the following information in your Notice of Infringement:

· your full name, address, telephone number and email address;

· full details of the copyright work, trade mark or other Intellectual Property Right which you claim has been infringed; and

· full details of the material on this Website which you claim is infringing or is the subject of infringing activity along with details of its location on this Website (including the URL of the link shown on the Website where such material may be found).

10.2.2 Notification of alleged unlawful activities

If you believe in good faith that any unlawful activity is taking place on or through this Website or that any unlawful information (including without limitation any Prohibited Content) has been submitted or uploaded on or to this Website, please promptly report the same to us by sending notice to support@myelephantbites.com ("Notice of Unlawful Activity").  Please include the following information in your Notice of Unlawful Activity:

· your full name, address, telephone number and email address;

· full details of the location on this Website of the material or information in question (including the URL of the link shown on the Website where such material or information may be found); and

· full details of the unlawful nature of the activity or material or information in question.

10.2.3  What we will do when we receive a Notice of Infringement or Notice of Unlawful Activity

If we receive full and proper notification of an alleged infringement of Intellectual Property Rights or of any unlawful activity occurring on or through this Website or of any unlawful information being submitted or uploaded on or to this Website, we will take such action which we believe to be appropriate in all the circumstances.

Without limiting the foregoing, we will make an attempt to secure the voluntary take down of the Content which is the subject of any Notice of Infringement or Notice of Unlawful Activity.  In any event, we reserve the right, in our sole discretion and without notice to any User, to:

· delete, move, edit and/or disable access to any Content which is the subject of any Notice of Infringement or Notice of Unlawful Activity (and any Delivery Materials derived in whole or in part therefrom);

· terminate the Membership Account of any User (and/or the provision or use of any Service by such User) whose Content is the subject of any Notice of Infringement or Notice of Unlawful Activity; and/or

· terminate the Membership Account of any User (and/or the provision or use of any Service by such User) who we believe to be a repeat infringer.

11.        Third Party Links

             Electronic links to this Website from any other website are prohibited without our prior written consent.  Requests should be addressed to info@myelephantbites.com

             This Website may from time to time provide links to third party websites or resources for you to access at your sole discretion.  Please note that the content of a third party website or resource may be subject to terms and conditions imposed by the owner of that content.  We do not endorse or accept any responsibility for the content of or software downloaded from any website linked from this Website or which links to it.

12.        Your Indemnity to us

You agree to indemnify, defend and hold harmless MyElephantBites Limited, its agents, licensors, subcontractors and suppliers from time to time, and the directors, officers and employees of each of the foregoing from time to time, from and against all claims, liabilities, losses, expenses, damages and costs (including reasonable legal costs) which arise as a direct or indirect result of your use or misuse of this Website including, but not limited to, the breach by you of any of these Conditions or any other activity relating to your Membership Account (including without limitation any negligent or wrongful conduct by you or any other person accessing the Services using your Membership Account and any breach by you of any warranty given or made in these Conditions).

13.        Our Liability to you

13.1      Your use of this Website

We have taken every care in the preparation of the content of this Website, in particular to ensure that as far as reasonably possible all information provided is correct at the time of inclusion.  However, we cannot guarantee the accuracy of such information or that it will be up to date at all times.

This website is provided on an “as is” and “as available” basis without any representation or endorsement made and (save as expressly set out in these conditions) we make no warranties of any kind, whether express or implied, in relation to this website including (without limitation) implied warranties of non-infringement, compatibility, security, accuracy, or conditions of completeness.  Save as expressly set out in these conditions, we make no warranty that this website will meet your requirements or will be uninterrupted, timely or error-free, or that defects will be corrected.  Whilst steps have been taken to ensure that this website is free from viruses, no warranty is given in this regard and you are responsible for ensuring that you have appropriate virus checking software.  Your use of this website is solely at your risk.

The minimum technical requirements for successfully operating MyElephantBites or viewing photomovies created on MyElephantBites are:

· Adobe Flash 8 player (or higher).

· A Flash 8 compatible browser (recommended browsers include Internet Explorer 5.5+, Firefox 1.x +, Mozilla 1.x +, AOL 9+, and Opera 7+)

· Processor: PC - PII 450MHz /  Mac - PowerPC G3 500MHz or faster

· At least 128 MB of RAM

· Operating System: PC – Win 98 or higher / Mac OSX 10 or higher

· An Internet connection (broadband is strongly recommended to enjoy the best experience)

It is likely that the performance of the MyElephantsBites service will be adversely impacted if these specifications are not met.

For the best experience of the service we recommend either a broadband Internet connection, or the proper security settings to operate the 'SuperUploader'.

The 'Superloader' allows you to download software onto your computer and enables rapid uploading of photos into the MyElephantBites site.

To operate the 'SuperUploader' you need to either add MyElephantBites to your trusted site list, or configure your browser to prompt if the page needs to install an ActiveX control.

The maximum storage allowed on our servers for each photomovie purchased is 5MB. The maximum amount of times a single photomovie can be emailed from your MyElephantBites account is 100.

You are advised to keep back-up copies of all content which you submit or upload on or to this website.  Without limiting the foregoing, you acknowledge and agree that it is your responsibility to keep back-up copies of all photos submitted or uploaded on or to this website by you.  We will not be responsible for keeping any back-up copies or, subject to condition 13, for the loss, deletion or corruption of, or failure to store, any photos, images or other content or any delivery material.

13.2      The provision of any Service and supply of any Delivery Material

We warrant to you that we shall perform the Services with reasonable care and skill, but as set out in Condition 13.1, we otherwise make no warranties of any kind, whether express or implied, in relation to this Website.  These Conditions set out the full extent of our obligations and liabilities in respect of the supply of the Services.  All conditions, warranties or other terms concerning the Services which might otherwise be implied into these Conditions or into any contract entered into with you pursuant to these Conditions (whether by statute or otherwise) are to the fullest extent permitted by law, hereby expressly excluded.

13.3      Our liability to you

(a)  The provisions of this Condition 13.3 set out our entire financial liability to you in respect of any breach of these Conditions and any representation, statement or tortuous act or omission including negligence, arising under or in connection with any contract entered into with you pursuant to these Conditions or otherwise relating to these Conditions.

(b)  Subject to paragraph (d) below, our total aggregate liability to you in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise, arising in connection with the performance or non-performance of any contract entered into with you pursuant to these Conditions or otherwise relating to these Conditions is limited to three times the amounts you have paid to MyElephantBites.

(c)  Subject to paragraph (d) below, we will not be liable to you for any losses (whether direct or indirect) of income or revenue, business, profits, contracts, anticipated savings, or for any incidental, direct, indirect, punitive, special or consequential loss or damage (whether direct or indirect) which arises out of or in connection with any contract entered into with you pursuant to these Conditions or otherwise relating to the use of, or inability to use, the Website.

(d) The limitation on our liability set out in this Condition 13.3 does not exclude or limit in any way our liability:

· for death or personal injury caused by our negligence;

· for fraud or fraudulent misrepresentation; or

· for any matter for which it would be illegal for us to exclude or attempt to exclude our liability.

14.      Transfer of Rights and Obligations

           The contract between you and us is binding on you and us and on our respective successors and assigns.  You may not transfer, assign, charge or otherwise dispose of a contract, or any of your rights or obligations arising under it, without our prior written consent.  We may transfer, assign, charge, sub-contract or otherwise dispose of a contract, or any of our rights or obligations arising under it, at any time during the term of the contract.

15.      Events Outside Our Control

           We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under a contract that is caused by events outside our reasonable control (Force Majeure Event).

           A Force Majeure Event includes any act, event, non-happening, omission or accident beyond our reasonable control and includes in particular (without limitation) the following:

           (a)        strikes, lock-outs or other industrial action.

           (b)        civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war.

           (c)        fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster.

           (d)        impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.

           (e)        impossibility of the use of public or private telecommunications networks.

           (f)         the acts, decrees, legislation, regulations or restrictions of any government.

           Our performance under any contract is deemed to be suspended for the period that the Force Majeure Event continues, and we will have an extension of time for performance for the duration of that