Talk2Fans User Agreement
Effective: January 2016
Please read these Terms carefully before using the Talk2Fans application operated by Talk2Fans BV (in the Netherlands) and Talk2Fans BVBA (in Belgium).
Your access to and use of the Service is conditioned on your acceptance of and compliance with these Terms. These Terms apply to all visitors, users and others who access or use the Service.
By accessing or using the Service you agree to be bound by these Terms. If you disagree with any part of the terms then you may not access the Service and/or install the Talk2Fans App.
- The Service
- 1 Description - The “Service” means the ability to use the Talk2Fans App to subscribe to the free information channels of the organizations, sports clubs, sports teams, athletes, concerts or events of your choice.
The “Service” does not include Your Data (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service.
Talk2Fans may update or modify the Services from time to time. If, in Talk2Fans’ reasonable judgment, any such modification to the Service materially reduces the Service’s functionality, Talk2Fans will inform the users via the email address associated with users account no less than twenty (20) days prior to such change. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Talk2Fans.
Talk2Fans will use reasonable efforts, consistent with standard industry practices, to ensure that the Service does not contain any viruses, backdoors, Trojans, or other computer code that is designed to disrupt, disable or harm the operation of the Service.
1.2 Access and Use – You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner (as determined by Talk2Fans in its sole discretion). See section 4 for specific provisions outlining prohibited uses of the Service. You shall comply with any codes of conduct, policies or other notices Talk2Fans provides you or publishes in connection with the Service from time to time, but if any of those policies materially change, we will provide you with reasonable notice as provided in Section 1.1 above. You shall promptly notify Talk2Fans if you learn of a security breach related to the Service.
Talk2Fans reserves the right to use your name as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential Talk2Fans customers.
- Your Data and related responsibilities
2.1 Your Data - “Your Data” means any data and content you upload, post, transmit or otherwise made available via the Services. “Your Data” includes messages you send, files you upload, comments you make on files, profile information and anything else you enter or upload into the Service.
Talk2Fans will use industry standard technical and organizational security measures in connection with the storage, processing and transfer of Your Data that are designed to protect the integrity of Your Data and to guard against the unauthorized or unlawful access to, use of or processing of Your Data.
In order for Talk2Fans to provide the Service to you, it requires that you grant them certain rights with respect to Your Data. For example, Talk2Fans needs to be able to transmit, store and copy Your Data in order to display it to you and your fellow users, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this User Agreement gives Talk2Fans the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose).
2.2 Use of Customer Suggestions - Talk2Fans may incorporate into the Service any suggestions or feedback received from you without any obligation to Customer and any such modifications to the Service shall be the sole and exclusive property of Talk2Fans. Talk2Fans may also share and publish aggregate, anonymized data about the use of our Service by our customers.
2.3 Responsibilities - You are solely responsible for your conduct (including by and between all users), the content of Your Data, and all communications with others while using the Services. Talk2Fans may choose to review Public Content (as defined below) for compliance with our policies and guidelines, but you acknowledge that Talk2Fans has no obligation to monitor any information on the Services. However, Talk2Fans may remove or disable any Public Content at any time for reasons of non-compliance. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and other users may be able to access using the Services. The Services provide features that allow you and your users to share Your Data and other materials with others or to make it public. Please consider carefully what you allow to be shared or made public. Your personal information however will never be shared with others outside of the Talk2Fans organization.
- Representations and Warranties
You represent and warrant to Talk2Fans that (i) you have full power and authority to enter into this User Agreement; (ii) you own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Talk2Fans to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) Your Data and your other activities in connection with the Service, and Talk2Fans exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing. You also agree not to:
- upload, post, transmit, or otherwise make available any of Your Data that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, or otherwise objectionable;
- use the Service to harm minors in any way;
- impersonate any person or entity, including, but not limited to, a Talk2Fans employee, Administrator, Owner, or other Member, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- manipulate identifiers in order to disguise the origin of any of Your Data;
- upload, post, transmit, or otherwise make available any of Your Data that you do not have a right to make available under any law or under contractual relationships
- upload, post, transmit or otherwise make available any of Your Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
- sublicense, resell, rent, lease, transfer or assign the Service or its use, or offer the Service on a time share basis to any third party;
- use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
- use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
- disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges using the Service;
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;
- intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service;
- use the Service to "stalk" or otherwise harass another; and/or
- collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.
You acknowledge that Talk2Fans and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of Your Data that is available via the Service. For example, we may choose to review publically visible content. If, for instance, you upload files that do not belong to you and make these files available publicly, we can delete those files. We may also review Your Data transmitted through non-public mechanisms (such as non-public channels within the Service) where we deem appropriate, including for violations of this User Agreement or in response to a user complaint. Without limiting the foregoing, Talk2Fans and its designees shall have the right to remove any of Your Data that violates the User Agreement or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of Your Data, including any reliance on the accuracy, completeness, or usefulness of Your Data. You acknowledge, consent and agree that Talk2Fans may access, preserve and disclose your account information and Your Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the User Agreement; (iii) respond to claims that any of Your Data violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Talk2Fans, its users and the public.
- Term and Termination
This User Agreement will continue in full effect unless and until your account or this User Agreement is terminated as described herein. You have the right to deactivate your account at any time by using the account deactivation interface provided.
We reserve the right to deactivate and delete your account (or the access privileges of any Member) and terminate this User Agreement at any time for any reason, or no reason, with or without notice. Without limiting the foregoing, Talk2Fans may, in its sole discretion, publish policies whereby we delete your account for prolonged inactivity. Upon any termination of this User Agreement, we will have no obligation to maintain or provide Your Data. If your sports club’s account is deleted, we will delete or destroy all copies of Your Data in our possession or control, in a reasonably expedient way, unless legally prohibited.
During the course of their performance under this User Agreement, each party may make available to the other party information that is not generally known to the public and at time of disclosure is either identified as, or should reasonably be understood by the receiving party to be, proprietary or confidential (the “Confidential Information”). Confidential Information shall include, but shall not be limited to: business plans, strategies, forecasts, projects and analyses; financial information and fee structures; business processes, methods and models; user, customer and supplier information; sales and marketing information.
Except as otherwise expressly permitted under this Services Agreement, with the express prior written consent of the disclosing party, or as required by law, the receiving party will not disclose, transmit or otherwise disseminate to a third party any Confidential Information of the disclosing party. The receiving party will use the same care and discretion with respect to the Confidential Information received from the disclosing party as it uses with its own similar information, but in no event less than a reasonable degree of care. Talk2Fans may disclose Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information solely for the purpose of performing Talk2Fans’ obligations under this Agreement and only to those who are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement. You may disclose Talk2Fans’ Confidential Information to its employees, consultants, agents or advisors who have a strict need to know such Confidential Information and are obligated to maintain the confidentiality of such Confidential Information upon terms at least as protective as those contained in this Agreement.
The obligations set forth above shall not apply to any Confidential Information that the receiving party can demonstrate: (i) the receiving party possessed, without any obligation of confidentiality, prior to disclosure by the disclosing party; (ii) is or becomes publicly available without breach of this Agreement by the receiving party; (iii) is or was independently developed by the receiving party without the use of any Confidential Information of the disclosing party; or (iv) is or was received by the receiving party from a third party that does not have an obligation of confidentiality to the disclosing party or its affiliates. Either party may disclose the terms of this Agreement to potential parties to an acquisition or similar transaction to facilitate due diligence and closing of the transaction, provided that potential party is subject to written non-disclosure obligations and limitations on use only for the prospected transaction. The receiving party may disclose Confidential Information of the disclosing party if legally required to do so in connection with any legal or regulatory proceeding, provided, however, that in such event the receiving party will, if lawfully permitted to do so, notify the disclosing party within a reasonable time prior to disclosure so as to allow the disclosing party an opportunity to seek appropriate protective measures.
You shall defend, indemnify, and hold harmless Talk2Fans from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Talk2Fans, any of Your Data, or your use or misuse of the Service. Talk2Fans shall provide notice to you of any such claim, suit or demand. Talk2Fans reserves the right to conduct the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Talk2Fans defense of such matters.
Talk2Fans may revise this Subscriber Agreement from time to time by posting the modified version on its website at least twenty (20) business days prior to the effective date of the modifications being made; provided, however, that no such modification shall include a reduction in Customer’s rights or Talk2Fans’ obligations unless affirmatively agreed to by Customer in advance. If, in Talk2Fans’ sole and reasonable discretion, the modifications being proposed are material, Talk2Fans will notify Customer of such proposed modifications via email to the email address associated with Customer’s account. By continuing to access or use the Service after the posted effective date of modifications to this Subscriber Agreement that do not include a reduction in Customer’s rights or Talk2Fans’ obligations hereunder, Customer agrees to be bound by such modifications.
- Links To Other Web Sites
Our Service may contain links to thirdparty web sites or services that are not owned or controlled by Talk2Fans.
Talk2Fans has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that Talk2Fans shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any thirdparty web sites or services that you visit.
- Governing Law; Dispute Resolution
You will resolve all claims, legal proceedings or disputes you have with Talk2Fans, arising out of or relating to this User Agreement exclusively in a Belgian court. You agree to submit to the jurisdiction of such courts for the resolution of such disputes. This Statement and any claims between you and Talk2Fans are subject to Belgian law, regardless of any provisions for the settlement of conflicts of laws.
If someone submits a claim against Talk2Fans regarding Your Data, content or information, you will indemnify us against all damages, losses and expenses related to any such dispute (including reasonable legal fees and expenses). Although we provide rules for the behavior of Talk2Fans users, we don’t control this behavior of our users and we are not responsible for the content or information that users post or make available on Talk2Fans. We are not responsible for any offensive, obscene, unlawful or otherwise inappropriate content or information you may find on Talk2Fans.
- Notice and procedure for making claims of copyright or intellectual property infringement
We respect the intellectual property of others, and we ask our users to do the same. We may, in appropriate circumstances and at its discretion, disable and/or terminate the accounts of users who may be repeat infringers. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Talk2Fans the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest
- a description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on Talk2Fans;
- your address, telephone number, and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
If any provision of this User Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this User Agreement will otherwise remain in full force and effect and enforceable.
- Relationship of the Parties
The parties are and shall be independent contractors with respect to all services provided under this User Agreement.
- Force Majeure
Except for payment obligations, neither Talk2Fans nor you will be liable for inadequate performance to the extent caused by a condition that is beyond the party’s reasonable control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war, labor conditions, governmental actions and interruption or failure of the Internet or any utility service.
Neither this User Agreement nor any of the rights and licenses granted hereunder, may be transferred or assigned by either party without the other party’s express written consent; provided, however, that either party may assign this User Agreement without the other party’s consent to an affiliate or in connection with a merger, acquisition, corporate reorganization or sale of all or substantially all of its assets. Any other attempt to transfer or assign User Agreement will be null and void.
Except as otherwise set forth herein, all notices under this User Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
- No Waiver
No waiver of any term of this User Agreement shall be deemed a further or continuing waiver of such term or any other term, and a party’s failure to assert any right or provision under this User Agreement shall not constitute a waiver of such right or provision.
This agreement was written in English. To the extent any translated version of this agreement conflicts with the English version, the English version controls. Latest update: January 26th 2016