Terms and Conditions for the Provision of Forum Services to Administrators

1. Introduction

1.1. These Terms of Service (together with the documents referred to herein) tell you the terms and conditions on which you may make use of our Service as a company, business, organisation or person.

1.2. Please read these Terms of Service carefully before you sign up to our Service. By signing up to our Service and clicking the acceptance box, you agree to these Terms of Service on behalf of yourself or the company, business or organisation you represent.

2. Defined terms

In this Agreement, save where the context requires otherwise, the following words and expressions have the following meaning:

means your registered account with us to access and use the Service;
means any person you authorise to access your Account and who (i) manages your Account and/or (ii) exercises administrative control of the forum through your Account;
means the agreement between Microcosm and you on these Terms of Service and the terms in the Paid Plan you choose;
means our application programming interface permitting you to access Forum Data on the Service;
"Confidential Information"
means information which is identified as confidential or proprietary by either party or the nature of which is clearly confidential or proprietary;
"Forum Data"
means the data we host on your behalf as a result of your use of the Service including (without limitation) any data inputted by you, your Administrator and Forum Users;
means the fees we charge for your use of the Service as set out in the Paid Plan as available here http://microcosm.app/compare;
"Forum User"
means any individual other than the Administrator that you permit to view and/or contribute content to the forum.
"Intellectual Property Rights"
means (a) patents, trademarks, service marks, registered designs, applications for any of those rights, trade and business names (including Internet domain names), unregistered trademarks, unregistered trade and business names, database rights, copyrights, rights in designs and inventions; and (b) rights of the same or similar effect to those specified in paragraph (a); in each case, in any jurisdiction;
means Microcosm, having its registered office at 74 Fraser House, Green Dragon Lane, London TW8 0DQ;
means a monthly period commencing from the Start Date;
"Paid Plan"
means the paid plan you select when signing up to the Service which sets out the Fees we charge for your use of the Service as available here http://microcosm.app/compare;
means the online forum software and forum hosting we make available as a service and the API;
"Subscription Period"
means the period of time we agree to supply the Services in accordance with your Paid Plan.
"Start Date"
means the date you sign up to the Service;
means the person, company, business or any other entity or organisation signing up to the Service acting through the Administrator or other representative.

3. The forum Service

3.1. Microcosm provides you with an efficient and user friendly way to develop and run a forum. You can use our Service to design and customise your forum to meet the requirements of your forum community.

3.2. Our forums are designed to reflect the modern needs and expectations of users. They support mobile viewing and provide functionality that users have come to expect from online social resources such as event planning, galleries, classifieds, reviews, articles, Q&A and polls.

4. Duration and Cancellation

4.1. This Agreement shall commence on the Start Date and shall continue unless terminated in accordance with clause 4.2 or clause 19.

4.2. You may cancel your Account at any time as indicated in your Account settings for the Service and any cancellation will take effect at the end of the current Subscription Period.

4.3. Your access and the access of Administrators and Forum Users will cease when your cancellation of the Service takes effect.

5. Access to the Service

5.1. We grant you a non-exclusive, non-transferable and non sub-licensable licence to permit your Administrator and Forum Users to access and use the Service as permitted by the functionality of the Service and your Account.

5.2. To access the Service, your Administrator will need to create an Account using a valid email address and password.

5.3. You will ensure that your Administrator shall keep secure and confidential any passwords for his or her use of the Service.

5.4. If we discover that any Administrator is sharing their email address and passwords for the Service with any person who you have not authorised to act as an Administrator, we may suspend your Account and/or terminate this Agreement immediately.

5.5. You are responsible for maintaining the confidentiality of your email addresses and passwords and any activities that occur under your Account. Whenever applicable, we encourage you to not reuse passwords and to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your Account. If you have any concerns about your Account you should contact us at support@microcosm.cc.

5.6. We permit you to use the API (including updates to the API that we may make available from time to time) for the sole purpose of developing services and applications that permit Forum Users to: (i) access Forum Data; and/or (ii) contribute content to the forum. You are not permitted to use the API for developing services and applications to exercise the administrative controls of an Administrator.

5.7. You shall use the API in accordance with the reasonable directions given by us from time to time.

5.8. You must use the most current version of the API after any previous version has been upgraded, following notice from us to do so.

5.9. We may monitor your use of the Service to ensure quality, improve the Service, and verify your compliance with the Agreement.

6. Restrictions on use of the service

6.1. The Service is only for the use by your Administrator and Forum Users as permitted by the functionality of the Service.

6.2. You must comply with any conditions or restrictions contained in your Paid Plan.

6.3. When using the forum you must not and you will procure that your Administrator or Forum Users must not:

  1. circumvent, disable or otherwise interfere with any security related features of the Service or features that prevent or restrict use or copying of the content accessible via the Service;
  2. give any false information in your account details;
  3. give false information in a Forum User's account;
  4. permit a person to use your Account who has not been authorised by you to do so;
  5. use the Service if we have suspended or banned you or them from using it;
  6. send junk, spam or repetitive messages;
  7. engage in any illegal or unlawful conduct;
  8. modify, interfere, intercept, disrupt or hack the Service;
  9. misuse the Service by knowingly introducing viruses, Trojans, worms, logic bombs or other similar material or by undertaking any other action which would harm the Service or any Service user's equipment or have a detrimental impact on any user's experience of using the Service;
  10. collect any data from the Service other than in accordance with these Terms of Service;
  11. submit or contribute to the Service any content that is abusive, threatening, obscene, untrue, shocking or offensive;
  12. abuse, harm or bully another user, member of our staff or person through the Service;
  13. submit or contribute any content to the Service without the permission of the content owner or otherwise infringe the copyright, trademark or other rights of third parties; or
  14. submit or contribute any information or commentary about another person which is untrue, private, confidential or defamatory (including personally accusing another person of unproven criminality or serious wrongdoing which could damage their reputation in the eyes of anyone reading the comment).

6.4. Failure to comply with clause 6.3 constitutes a serious breach of these Terms of Service and may result in our taking all or any of the following actions (with or without notice):

  1. immediate, temporary or permanent withdrawal of your right to use the Service;
  2. immediate, temporary or permanent removal of any Forum Data; issuing of a warning to you;
  3. legal action against you including proceedings for reimbursement of all costs (including, but not limited to, reasonable administrative and legal costs) resulting from the breach; and/or
  4. disclosure of such information to law enforcement authorities as we reasonably feel is necessary.

6.5. The responses described in clause 6.4 are not limited, and we may take any other action we reasonably deem appropriate.

6.6. We may, without liability to you, disable the Service to the extent necessary to disable access to any data or material that breaches the provisions of clause 6.

6.7. You shall not, except as may be allowed by any applicable law which is incapable of exclusion by us and except to the extent expressly permitted under this Agreement:

  1. attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Service in any form or media or by any means;
  2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Service;
  3. access all or any part of the Service in order to build a product or service which competes with the Service;
  4. use the Service to provide services to third parties other than Forum Users;
  5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Service available to any third party except the Administrator and Forum Users as provided for in this clause 6;
  6. attempt to obtain, or assist third parties in obtaining access to the Service other than as provided under this clause 6.

6.8. You shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Service and, in the event of any such unauthorised access or use, promptly notify us.

6.9. Parts of the Service are provided using open source software. The open source software we use is detailed on our development pages https://github.com/microcosm-cc/microweb/blob/master/OPENSOURCE.md and may be used in accordance with the licence for that software.

7. Hyperlinks

7.1. We may amend, re-format, modify or replace any website link added to the forum. We may do this to:

  1. improve the appearance of the link;
  2. ensure the link uses one of our partners or affiliates;
  3. direct Forum Users to an interstitial or warning page when we suspect the link is to something that may harm Forum Users or their devices such as links to malware or a shock site; and
  4. change how the link is displayed so that information from the link destination (such as content and media from the linked webpage) is displayed within the forum. For example, we may embed video or other media from a linked webpage into the forum.

8. Verification Service

8.1 We will provide a Forum User verification service to your Forum Users through the Service. Our verification service indicates we have been able to verify the identity of the user in accordance with our verification policy http://meta.microcosm.app.

8.2. A user verification is not: (i) an endorsement by us of the user or their statements and representations; (ii) any guarantee or promise in relation to fitness, quality or description of any goods or services the user sells or promotes; or (iii) a representation by us that the user is trustworthy, reliable or honest.

9. Forum legal documents

9.1. When you create your forum we will provide you the option of linking to: (i) your own terms of use, privacy policy and cookie policy (or other legal documents); or (ii) a precedent standard form terms of use, privacy policy and cookie policy that we provide.

9.2. If you choose to use our precedent standard form terms of use, privacy policy and cookie policy you do so at your own risk and we advise you to seek your own legal advice in relation to their suitability for your forum and use.

9.3. You may amend our precedent standard form terms of use, privacy policy and cookie policy as you believe is necessary.

9.4. If you use your own terms of use, privacy policy and cookie policy or amend our precedent standard form terms of use, privacy policy and cookie policy you will ensure that the terms of those agreements substantially reflect your obligations to us under this Agreement.

10. Service availability and support

10.1. We will use commercially reasonable endeavours to make the Service available except for:

  1. planned maintenance for which 24 hours' notice will be given; or
  2. unscheduled maintenance during normal business hours (UK time) or otherwise, for which we will use reasonable endeavours to give you advance notice.

10.2. We will, as part of the Service, use reasonable endeavours to provide a level of support that is appropriate to the nature of any issues requiring support during normal business hours (UK time).

11. Your obligations

11.1. You shall provide us with all necessary cooperation in relation to this Agreement and access to such information as may be required by us.

11.2. You will:

  1. comply with all applicable laws and regulations with respect to your activities under this Agreement;
  2. carry out all your responsibilities and obligations in a timely and efficient manner. In the event of any delays in the provision of such assistance or performance of any obligations as agreed by the parties, we may adjust any agreed timetable or delivery schedule as reasonably necessary;
  3. ensure that the Administrator and Forum Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any Administrator or Forum User's actions and omissions in connection with their use of the Service;
  4. obtain and shall maintain all necessary licences, consents, and permissions necessary for us or our contractors and agents to perform their obligations under this Agreement including without limitation the Services;
  5. ensure that your network and systems, including the device used by each Administrator to access the Service, comply with the relevant specifications provided by us from time to time; and
  6. review our best practice guidelines http://meta.microcosm.app. (Our best practice guidelines do not form part of this Agreement but they do contain a useful overview of your obligations under this Agreement and some guidance on how to avoid liability for the content Forum Users add to your forum).

12. Forum data

12.1. We do not claim ownership in your Forum Data. You retain any right, title and interest in and to the Forum Data although you grant us a licence to use the Forum Data solely for the purpose of providing the Service. You shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Forum Data.

12.2. We shall not be responsible or liable for the deletion, correction, alteration, destruction, damage, loss, disclosure or failure to store any Forum Data using the Service.

12.3. If we process any Personal Data as a result of hosting the Forum Data or as a result of your use of the Service, you agree that we do so as Data Processor and that you are the Data Controller in relation to such Personal Data.

12.4. We agree that, in relation to such Personal Data:

  1. we will process the Personal Data only in accordance with the terms of this Agreement and any lawful written instructions reasonably given by you from time to time;
  2. you shall ensure that you are entitled to transfer the relevant Personal Data to us so that we may lawfully use, process and transfer the personal data in accordance with this Agreement on your behalf; and
  3. we will both have in place appropriate technical and organisational security measures against unauthorised or unlawful processing of Personal Data and against accidental loss or destruction of, or damage to, Personal Data.

12.5. Each party shall comply with its relevant obligations under all applicable data protection legislation and shall ensure that it has obtained all consents as required by applicable data protection legislation as necessary for the purposes of this Agreement.

12.6. For the purposes of this clause 12, the terms "Personal Data", "Data Processor" and "Data Controller" shall have the same meaning as set out in the UK Data Protection Act 1998.

13. Charges and payment

13.1. Our Fees are payable commencing from the Start Date as they become due in accordance with your Paid Plan.

13.2. You will provide us with valid, up-to-date and complete payment details on signing up to the Service and you hereby authorise us to charge your chosen payment method for the Fees in accordance with your Paid Plan. You are responsible for keeping your payment method details up-to-date.

13.3. We will charge your chosen payment method in accordance with your Paid Plan.

13.4. If we are unsuccessful in charging your chosen payment method and have still not received payment within 14 days after informing you and without prejudice to any other rights and remedies available to us we may, without liability to you, suspend or temporarily disable all or part of your access to the Services and we shall be under no obligation to provide any or all of the Services while the Fees concerned remain unpaid.

13.5. All amounts and Fees stated or referred to in this Agreement:

  1. are payable in the currency specified in the Paid Plan or otherwise stipulated by us;
  2. are exclusive of value added tax (if applicable) unless otherwise expressly stated which shall be paid at the same time as payment of the Fees. We shall send you a VAT invoice if you request us to do so.

13.6. Unless we agree otherwise in writing, we may increase the Fees upon 30 days' notice in writing to you. Any increase in the Fees will not take effect until the end of your current Subscription Period. If you are unhappy with the increase, you may terminate this Agreement under clause 4.2.

14. Proprietary rights

You acknowledge and agree that we and/or our licensors own all intellectual property rights in the Service. Except as expressly stated herein, this Agreement does not grant you any rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licences in respect of the Service.

15 Confidentiality

15.1. Each party may be given access to Confidential Information from the other party in order to perform its obligations under these terms and conditions. A party's Confidential Information shall not be deemed to include information that:

  1. is or becomes publicly known other than through any act or omission of the receiving party;
  2. was in the other party's lawful possession before the disclosure;
  3. is lawfully disclosed to the receiving party by a third party without restriction on disclosure;
  4. is independently developed by the receiving party, which independent development can be shown by written evidence; or
  5. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.

15.2. Each party shall hold the other's Confidential Information in confidence and, unless required by law, not make the other's Confidential Information available for use for any purpose other than as needed to perform this Agreement.

15.3. Each party shall take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its employees or agents in violation of these terms and conditions.

15.4. Each party shall take a back-up of its own Confidential Information and shall not be responsible to the other for any loss, destruction, alteration or disclosure of Confidential Information.

15.5. We acknowledge that the Forum Data which is not publicly available through the Forum is your Confidential Information.

15.6. This clause 15 shall survive termination of this Agreement, however arising.

16. Limited Warranty

16.1. We undertake to make the Service available as specified in clause 10.1. Otherwise, the Service is provided on an “as is” basis and we give no representations, conditions, warranties or other terms of any kind in respect of the Service.

16.2. Except as expressly and specifically provided in this Agreement:

  1. all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement; and
  2. we will not be responsible for any interruptions, delays, failures or non-availability affecting the Service or performance of the Service which are caused by third party services or errors or bugs in software, hardware or the Internet on which the Service rely as you acknowledge that we do not control such third party services and such errors or bugs are inherent in the use of such software, hardware and the Internet.

17. Liability

17.1. This clause 17 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:

  1. any breach of this Agreement;
  2. any use made by you or your Administrator or Forum Users of the Service or any part of it; and
  3. any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

17.2. Nothing in this Agreement excludes our liability:

  1. for death or personal injury caused by our negligence; or
  2. for fraud or fraudulent misrepresentation.

17.3. We shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement.

17.4. To the extent that we are liable under this Agreement, our total aggregate liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Fees paid in the twelve (12) month period immediately preceding the date on which the liability arose.

18. Indemnity

You shall indemnify and defend us and our agents and contractors from and against any and all losses, damages, claims, liabilities or expenses (including reasonable attorneys' fees) arising out of a claim brought by any third party (including Forum Users) relating to your use of the Service (except to the extent caused by our negligence) including without limitation our hosting and use of Forum Data and your decisions, financial, business and commercial judgments, and acts or omissions, based on your use of the Service.

19. Termination

19.1. We may terminate this Agreement by notice to you with immediate effect or such notice as we may elect to give you, if you:

  1. are in breach of applicable law;
  2. infringe our intellectual property rights in the Service or make unauthorised use of our Confidential Information; or
  3. fail to pay any sum due to us and such sum has remained outstanding for fourteen (14) days following notice requiring such sum to be paid.

19.2. Either party may terminate this Agreement at any time on written notice to the other if the other:

  1. is in material or persistent breach of any of the terms of this Agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
  2. is unable to pay its debts (within the meaning of section 123 of the Insolvency Act 1986), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.

19.3. You may terminate this Agreement at anytime by giving us 30 days notice to terminate this Agreement. Such termination will be effective from the end of the Subscription Period in which the final day of the notice period occurs in.

19.4. On termination of this Agreement for any reason all licences granted under this Agreement shall immediately terminate and your right to access and use the Service will end.

19.5. The accrued rights of the parties as at termination, or the continuation after termination of any provision expressly stated to survive or implicitly surviving termination shall not be affected or prejudiced.

20. Transfer of the Forum to a New Operator

20.1. If this Agreement is terminated in accordance with clause 19.1, clause 19.2 or clause 19.3, you agree that we may transfer the Service and associated Forum Data (excluding your non-public Confidential Information and intellectual property rights but including all Forum Data licensed from Forum Users and anything else that comprises the forum) to a Forum User elected by the other Forum Users to take over the operation of the forum.

20.2. If you object to any transfer pursuant to clause 20.1 you must notify us within 14 days of receipt of notice from us that we intend to exercise our right to transfer the Service and associated Forum Data. No transfer will take place under clause 20.1 if you object to the transfer in accordance with this clause 20.2.

20.3. Our right to transfer the Service and associated Forum Data under clause 20.1 will continue for 30 days from the date of notice to terminate this Agreement in accordance with clause 19.1, clause 19.2 or clause 19.3.

20.4. You agree that following notice to terminate this Agreement in accordance with clause 19.1, clause 19.2 or clause 19.3, a poll will be added to the forum by us for the election of a new forum operator. The poll will be accompanied and may be subsequently updated with information from us to Forum Users about the requirement for a new forum operator and the transfer process. No information will be provided to Forum Users about the reasons for the transfer unless you choose to make such information public. The poll will run for a reasonable time period decided at our discretion in order for a Forum User to be selected to run the forum. We are permitted to discuss the reasons for the transfer with a Forum User elected in accordance with clause 20.5 provided the Forum User is subject to obligations of confidentiality.

20.5. Forum Users must nominate themselves to take part in the poll to select a new operator for the forum. We may offer to transfer the Service and associated Forum Data to the Forum User with the highest number of votes from other Forum Users in the poll. If the Forum User declines to take over the operation of the forum, we may offer to transfer the Service and associated Forum Data to other Forum Users that receive votes in the poll in order of their standing in the final poll (highest to lowest). If none of the nominated Forum Users agree to the transfer of the forum, the forum will be closed. The forum will remain open for Forum Users to access during the period of the election and while the subsequent transfer takes place.

20.6. Following any written notice from you that we receive either before or after the transfer of the Service and associated Forum Data in accordance with clause 20.1, we will remove any trademark of yours that you disclosed publicly on the forum. To exercise your right under this clause 20.4 you must notify us of the trademark you wish to have removed and its location.

20.7. You agree to cooperate in good faith with us and any Forum User for a transfer of the forum in accordance with this clause 20, including you shall promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the transfer of Service and the associated Forum Data.

21. Force majeure

No party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any cause beyond its control including, without limitation, any of the following: non-availability or failure of any third party service, act of God, governmental act, war, fire, flood, explosion, communications or failure of the Internet or civil commotion.

22. Waiver

No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.

23. Severability

If any provision of this Agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.

24. Amendments

We may amend this Agreement at any time. We will post a copy of the amended Terms of Service to our website http://microcosm.app. Your continued use of the Service after this Agreement has been amended will be considered as your acceptance of the amended Agreement. We will notify you of any material changes to this Agreement and give you at least 30 days' notice.

25. Assignment

You may not assign or purport to assign this Agreement or any of its obligations there under without our prior written consent.

26. No partnership or agency

Nothing in this Agreement is intended to or shall operate to create a partnership between the parties, or authorise either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

27. Third party rights

This Agreement does not confer any rights on any person or party (other than the parties to this Agreement and, where applicable, their successors and permitted assigns) pursuant to the Contracts (Rights of Third Parties) Act 1999.

28. Notices

Any notice required to be given pursuant to this Agreement shall be given by email to support@microcosm.cc in respect of notices to us and to the Administrator using the email address provided on signing up to the Service in respect of notices to you. Notices sent by email shall be deemed to have been received instantaneously on transmission, provided that they are sent to correct email address.

29. Entire agreement

This Agreement contains the whole agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, arrangements and understandings between the parties relating to that subject matter.

30. Governing law and jurisdiction

This Agreement shall be governed by and construed in accordance with English law and each party hereby submits to the exclusive jurisdiction of the English courts.

Last modified 2014-03-06 00:00:00 +0000 UTC