Plate & Place

TERMS & CONDITIONS

 

The Effective Date of these Terms of Use is 16 October 2023.

IMPORTANT! PLEASE CAREFULLY READ THESE TERMS OF USE (“TERMS”) BEFORE USING ANY OF OUR SITES (DEFINED BELOW), AS THEY GOVERN YOUR USE OF THE SITES AND AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.

These Terms only apply to the web sites that post these Terms, including any features, applications, widgets or online services that post a link to the Terms, whether accessed via computer, mobile device or otherwise (collectively, “Sites”). The Sites are owned or controlled by Plate & Place (“Plate & Place”). These Terms do not apply to any other web site or any offline activities by Plate & Place (unless specifically stated). You agree to these Terms by accessing or using any of the Sites. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE ANY SITE.

In some instances, both these Terms and a separate terms of service or guidelines document setting forth additional conditions may apply to a service or product offered via the Sites (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.

TABLE OF CONTENTS

  • TABLE OF CONTENTS
  • OWNERSHIP OF SITE MATERIALS
  • YOUR LICENSE TO USE MATERIALS AVAILABLE ON OUR SITES
  • REPORTING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY VIOLATIONS
  • INFORMATION/CONTENT YOU SUBMIT
  • VIRAL DISTRIBUTION AND WIDGETS
  • PAID SERVICES
  • ACCEPTABLE USE POLICY; COMMUNITY USAGE RULES
  • MEMBERSHIP & REGISTRATION
  • YOUR WARRANTIES
  • USER INTERACTIONS AND DISPUTES
  • PROMOTIONS
  • THIRD PARTY LINKS, CONTENT AND APPLICATIONS
  • LINKING POLICY
  • SOFTWARE AND OTHER ITEMS AVAILABLE FOR DOWNLOAD
  • DISCLAIMERS/LIMITATION OF LIABILITY
  • INDEMNIFICATION
  • TERMINATION
  • LOCATION OF SITE AND TERRITORIAL RESTRICTIONS
  • GOVERNING LAWS; JURISDICTION; COMMENCEMENT OF ACTIONS
  • MISCELLANEOUS
  • ENTIRE AGREEMENT AND OUR RIGHT TO UPDATE THESE TERMS

 

ABOUT PLATE & PLACE

Plate & Place is an independent media company that aims to address the world’s biggest challenges, driving measurable behavior change and helping to accelerate positive momentum.

We do this as an original content producer, publishing compelling video and written content on our digital editorial platforms. We partner with transformative businesses who fund our efforts.

 

OWNERSHIP OF SITE MATERIALS

Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Sites (including past, present and future versions of the Site), including, without limitation: graphics; layout; text; instructions; images; audio; videos; designs; wallpapers; games; contests; voting; technology; applications; widgets; artwork; information; data; designs; compilations; copy promoting the Sites; logos; domain names; Plate & Place logos, trademarks and services marks, and any other Plate & Place product and service; Plate & Place names that are trade identities of Plate & Place or affiliate companies (the “Plate & Place Marks”); any and all copyrightable material (including source and object code); the “look and feel” of the Sites; the compilation, assembly and arrangement of the Sites; and all other materials related to the Sites, including but not limited to any materials posted and/or shared on social media sites (collectively, the “Materials”) are owned, controlled or licensed by Plate & Place, its subsidiaries or affiliates and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent and other laws, rules, regulations and international treaties.

Except as expressly set forth in these Terms or otherwise expressly granted to you in writing by Plate & Place, no rights (either by implication or otherwise) are granted to you. Any and all rights to use any Materials not expressly granted to you under these Terms are hereby reserved for Plate & Place and/or its parent, members, managers, subsidiaries affiliates or its licensors. Nothing contained in these Terms will affect, impair, or limit in any way Plate & Place’s rights to exploit fully any or all of the Materials.

You acknowledge and agree that you will not, directly or indirectly, contest, challenge, aid or abet in contesting or challenging the validity or ownership of the Materials, or take any action whatsoever in derogation of Plate & Place’s rights therein. You acknowledge and agree that you will not and will not attempt to acquire or claim any rights in the Materials, or aid or abet anyone else in doing so.

The Materials may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, without the prior written authorization of Plate & Place, unless and except as is expressly provided in these Terms. Any other use of the Materials or Plate & Place Marks without the prior written authorization of Plate & Place is strictly prohibited.

To seek the written authorization of Plate & Place for reproductions of Materials, please contact us at [email protected].

 

YOUR LICENSE TO USE MATERIALS AVAILABLE ON OUR SITES

You may visit our Sites without further permission from Plate & Place and Plate & Place grants you a limited, personal, non-exclusive, non-commercial, revocable and non-transferable license to use, download (where such functionality is available), view and play the Materials. This license is subject to your full compliance with these Terms. When you download or use Materials, you agree to and you must: (a) keep intact all copyright and other proprietary notices; (b) keep intact all notices and disclosures within the Materials that clarify the funding of the Materials and/or the Sites; (c) make no modifications to the Materials; and (d) not allow or assist any third party (whether or not for your benefit) to or attempt to copy or adapt any object code associated with the Sites or reverse engineer, modify or attempt to discover any code associated with the Sites. You also agree that you will not, including by use any robot, scraper, or other data mining technology or process, frame, mask, extract data from, copy or distribute the Materials (except as may be a result of standard search engine or Internet browser usage or as expressly authorized by Plate & Place).

Except as expressly set forth elsewhere in these Terms, nothing in these Terms will be interpreted to grant you, any right or license to enter into sublicenses or redistribution agreements with respect to any portion of the Materials or to otherwise rent, sell, lease, loan, transfer, assign, broadcast, upload to any computer or wireless device, sublicense, distribute or allow access to the Materials. You agree that you will not charge any person or entity to view, listen, play or otherwise access any Materials, or disseminate any Materials in any manner to the public (for free or for a fee).

 

REPORTING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY VIOLATIONS

You may not use the Sites for any purpose or in any manner that infringes the rights of any third party. Plate & Place encourages you to report any content on the Sites that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on the Sites infringe your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.

In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”), Plate & Place has a designated agent for receiving notices of copyright infringement and Plate & Place follows the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Plate & Place’s copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. 512: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe that any content on the Sites violate your rights other than copyrights, please provide Plate & Place with at least the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation of what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you.

Notice of claims of copyright or other intellectual property infringement must be sent to Plate & Place’s Copyright Agent:

Email: [email protected].

Please note that this procedure is exclusively for notifying Plate & Place of claims that your copyrighted material or other intellectual property has been infringed.

We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers.

It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.

Plate & Place will provide you with notice if your materials have been removed based on a third party complaint of alleged infringement of the third party’s intellectual property rights.

 

INFORMATION/CONTENT YOU SUBMIT

The Sites currently provide you with the ability to contact Plate & Place on the Contact page and anonymously participate in polls and quizzes (“Private Submissions”).

The Sites may provide you and others with the opportunity to participate in message boards, chat rooms and other public areas (“Community Forums”) and may provide you with the opportunity, through such features or otherwise, to submit, post, display, transmit, perform, publish, distribute or broadcast content and materials to Plate & Place or a Site, including, without limitation, comments, ideas, review, suggestions and other content (collectively, “User Content”).

Except as otherwise described in the Privacy Policy, or applicable Additional Terms, you acknowledge that Community Forums are public and you agree that your User Content will be treated as non-confidential and non-proprietary and will not be returned.

You remain the owner of your User Content and Private Submissions (together, “Submitted Content”), but you acknowledge that Plate & Place must have a license from you in order to accept your Submitted Content. You grant to Plate & Place the unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual and royalty-free right and license to host, use, copy, distribute, reproduce, disclose, sell, re-sell, sub-license, display, perform, transmit, publish, broadcast, modify and create derivative works of, reformat, translate, archive, store, cache or otherwise exploit in any manner whatsoever, all or any portion of your Submitted Content for any purpose whatsoever in all formats; on or through any media, software, formula or medium now known or later developed; and with any technology or devices now known or later developed and to advertise, market and promote the same.

You further agree that Plate & Place is free to use any ideas, concepts, know-how or techniques contained in any Submitted Content you send to the Sites or Plate & Place, for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and or services using such Submitted Content; or creating informational articles based on or advertising our products and services, and without obligation, remuneration or attribution of any kind to you or anyone else.

You further perpetually and irrevocably grant Plate & Place the unconditional right to use and exploit your name, persona and likeness included in any User Content and in connection with any User Content, without any obligation, remuneration or attribution of any kind to you or anyone else. You further authorize Plate & Place to publish your User Content in a searchable format that may be accessed by users of the Sites and the Internet.

Except as prohibited by law, you waive any moral rights you may have in any Submitted Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.

You agree that you either: (i) own the rights to the Submitted Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant Plate & Place these licenses. Upon Plate & Place’s request, you will furnish Plate & Place any documentation, substantiation or releases necessary to verify your compliance with these Terms.

You agree that Plate & Place has no obligation to monitor or enforce your intellectual property rights to your Submitted Content but has the right to protect and enforce it and its rights to your Submitted Content including, without limitation, by bringing and controlling actions in your name and on your behalf (at Plate & Place’s cost and expense, to which you agree to consent and irrevocably appoint Plate & Place as your attorney-in-fact, with the power of substitution and delegations, which appointment is coupled with an interest).

You further acknowledge and agree that Plate & Place does not and will not have any obligation to review, monitor, display, accept or exploit any Submitted Content and Plate & Place may, in its sole discretion, delete, move, re-format, edit, alter, distort, remove or refuse to exploit Submitted Content at any time without notice or liability to you or any other party. You understand that Submitted Content need not be maintained on the Site by us for any period of time and we reserve the right to delete it at any time.

All of your Submitted Content is your sole responsibility. This means that you, and not Plate & Place, are entirely responsible for all Submitted Content that you upload, post, e-mail, transmit or otherwise make available via the Sites. If you post personal information to publicly available areas of the Sites then you may receive unsolicited messages from third parties. Under no circumstances will we be liable in any way for any of Submitted Content including, without limitation, any errors or omissions in Submitted Content, or for any loss or damage of any kind incurred as a result of Submitted Content.

 

VIRAL DISTRIBUTION AND WIDGETS

Plate & Place may allow you – but only through express written permission to engage in certain personal uses of Materials that include the ability to share Materials with others (“Viral Distribution”). For example, the Site may allow you to send Materials to friends, display Materials on your personal web site or post Materials on a third party web site. We reserve the right to revoke our permission for Viral Distribution at any time and for any reason and you agree to comply with any terms we post in connection with the Viral Distribution of Materials.

Similarly, the Site may provide content that you may choose to embed on your personal web page, third party web site or social networking site by pasting the HTML or other code provided by us (typically labeled as an embed code) (“Widgets”). Widgets are Materials and subject to the limited, revocable license described above for Materials. We may discontinue providing the services necessary for the Widgets to operate or we may disable Widgets you have embedded at any time for any reason without any liability to you. You agree that our permission to you to use Widgets on your personal web page does not provide you (or any third party) with any intellectual property rights in or to the Widget or any Materials made available via any Widget.

You agree that you will not embed or otherwise make available a Widget on a web page or web site containing content that (i) is threatening, abusive, harassing, hateful, or racially, ethnically or otherwise objectionable (in Plate & Place’s sole opinion). Plate & Place makes no specific warranties about Widgets. You agree not to circumvent (or in any way attempt to circumvent) the security or rights management features in the Widget or any component of the Widget (including any video player) that are designed to prevent users from copying, manipulating or retaining the Materials made available via the Widget. You also agree to not use (or attempt to use) the Widget or any component of the Widget to display content other than the Materials provided or intended by Plate & Place to be displayed via a particular Widget.

NOTICE TO THIRD PARTY SITES: Any Materials made available in connection with your site, or otherwise, by our Widgets, third party widgets or otherwise is our exclusive property and no grant of any intellectual property rights is made by us. We retain the right to demand that you cease any use of our Materials upon notice.

 

ACCEPTABLE USE POLICY; COMMUNITY USAGE RULES

When you contribute, upload or otherwise provide User Content to a Site, you agree to comply with the following Community Usage Rules.

Rules:

Submitted Content must be yours please. All Submitted Content must be original with you, not copied from someone else’s work, and you must have all rights in the Submitted Content; OR, all persons who contributed in any way or have any rights to your Submitted Content or otherwise appear in the Submitted Content have given you permission to upload and distribute the Submitted Content on the Site and elsewhere.

No pictures or images of anyone but you and your friends and family. If you choose to upload photos to the Site, link to embedded videos, or include other images of real people, make sure they are of you or of you and someone you know but only with their express permission to post it.

Don’t upload third party materials. Your Submitted Content should not contain any visible logos, phrases or trademarks or other third party materials. Do not use any Submitted Content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the Internet.

No music please. Your Submitted Content may not contain any music unless the work and performance is original with you and/or you have all rights to the musical work (including any performances). No jingles, sampling or otherwise.

Please follow codes of social decency. Be respectful of others’ opinions and comments so we can continue to build a community for everyone to enjoy. Harassing, stalking and personal attacks are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, sexual preference or physical handicap or that are defamatory, slanderous or pornographic.

Do not use the Sites for commercial purposes.Your User Content may not advertise or promote a product or service except those provided on the Sites. You may not use your User Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.

Do not upload User Content that is illegal. Your User Content may not promote any illegal activity. If someone could go to jail for taking action suggested by your User Content, don’t upload or post it. If you do upload or post User Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities.

No violence. Your User Content may not promote violence or describe how to perform a violent act.
Be honest and do not misrepresent yourself or your Submitted Content. Do not impersonate any other person, user or company or upload or post Submitted Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company.

Public forum. We hope that you will use the Community Forums to exchange information and content and have discussions with other members. However, please remember that the Community is a public forum and User Content that you post on the Community Forum will be accessible and viewable by other users. Do not post personal information (e.g., full name, password, phone number, address, e-mail address or other personally identifiable information or contact information).

Don’t share other people’s personal information. Your Submitted Content may not reveal another person’s address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is extremely personal in nature.

Don’t damage the Sites or anyone’s computers. Submitted Content may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Sites or any computer system.

Don’t share confidential information or trade secrets. User Content may not contain any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).

You must not and agree not to (a) interfere with or disrupt a Site or any Plate & Place or Site servers or networks; or (b) intentionally or unintentionally violate any applicable local, state, national or international law, including, without limitation, regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any regulations having the force of law.

 

REGISTRATION

Certain areas of the Sites may require registration or may otherwise ask you to provide information to receive newsletters, participate in certain features or access certain Materials or User Content. The decision to provide this information is purely optional; however, if you elect not to provide such information, you may not be able to receive newsletters, access certain Materials or User Content or participate in certain features of the Sites.When you provide information to a Site, you agree to provide only true, accurate, current and complete information.

 

YOUR WARRANTIES

You represent and warrant that: (i) you have the legal right and capacity to enter into these Terms in your jurisdiction and to comply with these Terms or, if you are a minor, your parent or legal guardian has approved your participation on this Site and has read and agreed to these Terms on your behalf; and (ii) you hold and will continue to hold all rights necessary to enter into and perform your obligations under these Terms.

You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Sites. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Sites, including, without limitation, those governing your transmission or use of any software or data.

 

USER INTERACTIONS AND DISPUTES

You are solely responsible for your interaction with other users of the Sites, whether online or offline. We are not responsible or liable for the conduct of any user. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, and in all other online activities.

 

PROMOTIONS

The Sites may contain or offer sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor’s requirements of you in connection with the applicable sweepstakes or promotion.

 

THIRD PARTY LINKS, CONTENT AND APPLICATIONS

There may be links from the Sites, or from communications you receive from the Sites, to third party web sites or online features. The Sites also may include third party content that we do not control, maintain or endorse.

The Sites may include a button enabling you to indicate, on your social networking page, that you “like” a specific product on the Sites, or a feature that lets you post to your social networking page a link to a specific Site product or the ability to share content from the Sites or your User Content with a third party. Using this functionality typically requires you to login to your account on the third party site and you do so at your own risk. We do not control any of these third party sites or any of their content. Accordingly, you expressly acknowledge and agree that we are in no way responsible or liable for any of those third party sites or online features. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH OTHERS FOUND THROUGH THE SITES INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY.

 

LINKING POLICY

Plate & Place grants you the revocable permission to link to the Sites; provided, however, that your web site: (a) must not frame or create a browser or border environment around any of the content on the Sites or otherwise mirror any part of the Sites (except as explicitly permitted as described in the “WIDGET” section above); (b) must not imply that Plate & Place or any Site is endorsing or sponsoring it or its products, unless Plate & Place has given it prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in Plate & Place’s sole opinion, harm Plate & Place or its products or services; (d) must not use any Plate & Place or affiliate’s trademarks without the prior written permission from Plate & Place; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Plate & Place’s sole opinion), and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to a Site, you agree that you do and will continue to comply with the above linking requirements.

Notwithstanding anything to the contrary contained in these Terms, Plate & Place reserves the right to prohibit linking to the Sites for any reason in our sole and absolute discretion.

MOBILE:

The Sites may offer features and services that are available to you via your mobile device. These features and services may include, without limitation, the ability to upload content to the Sites, receive messages from the Sites, download applications to your mobile phone or access Site features (collectively, the “Mobile Features”). You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding Plate & Place. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify Plate & Place of any changes to your mobile number and update your account(s) on the Sites to reflect this change.

 

SOFTWARE AND OTHER ITEMS AVAILABLE FOR DOWNLOAD

Any items that we make available for download or use from the Sites and/or our servers (the “Downloadable Items”) are the copyrighted work of Plate & Place or its licensors or suppliers. Your use of the Downloadable Items may be governed by Additional Terms, which may be included with the Downloadable Items. Please carefully read any Additional Terms to determine the full extent of conditions governing the use of such Downloadable Items. Without limiting the foregoing, copying or reproducing the Downloadable Items to any other server or location for further reproduction or distribution is expressly prohibited, unless such reproduction or distribution is expressly permitted by the additional terms applicable to such Downloadable Items.

 

DISCLAIMER OF WARRANTIES

To the extent permitted by applicable law, the Sites, including, without limitation, the Materials, are provided on an “as is,” “as available” and “with all faults” basis. To the fullest extent permissible by law, neither Plate & Place nor any of its members, managers, employees, directors, officers, shareholders, agents, vendors or contractors (collectively, “Plate & Place Parties”) make any representations or warranties or endorsements of any kind whatsoever, express or implied, as to: (a) the Sites; (b) the Materials on or provided through the Sites; (c) the Widgets or Downloadable Items; (d) User Content; (e) the functions made accessible on or through the Sites; (f) any products, services or instructions offered or referenced on the Sites; and/or (g) security associated with the transmission of information transmitted to or from Plate & Place or via the Sites. In addition, the Plate & Place Parties hereby disclaim all warranties, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose, non-infringement, title, custom, trade, quiet enjoyment, system integration and freedom from computer virus.

To the extent permitted by applicable law, the Plate & Place Parties do not represent or warrant that the sites or the functions contained on them will be error-free or uninterrupted; that defects will be corrected; or that the Sites or the servers that make the Sites available are free from any harmful components, including, without limitation, viruses or other malware. The Plate & Place Parties do not make any representations or warranties that the information (including any instructions) on the Sites is accurate, complete, correct, adequate, useful, timely or reliable. You acknowledge, by your use of any Site, that your use is at your sole risk. The Plate & Place Parties do not warrant that your use of any Site is lawful in any particular jurisdiction, and the Plate & Place Parties specifically disclaim such warranties. Some jurisdictions limit or do not allow the disclaimer of implied or other warranties so the above disclaimer may not apply to the extent such jurisdiction’s law is applicable to these terms.

By accessing or using a Site, you represent and warrant that your activities are lawful in every jurisdiction where you access or use that Site.To the extent permitted by applicable law, the Plate & Place Parties do not endorse User Content, are not responsible for User Content and specifically disclaim any responsibility or liability to any person or entity (including, without limitation, persons who may use or rely on such user content) for any loss, damage (whether direct, indirect, economic, exemplary, special, punitive, incidental or consequential), injury, claim, liability or other cause of any kind or character based upon or resulting from any user content obtained through a Site.

 

DISCLAIMERS/LIMITATION OF LIABILITY

To the extent permitted by applicable law, under no circumstances will the Plate & Place Parties be liable to you for any loss or damages of any kind (including, without limitation, for any direct, indirect, economic, exemplary, special, punitive, incidental or consequential losses or damages that are directly or indirectly related to (a) the Sites; (b) the Materials; (c) Widgets or the Downloadable Items; (d) User Content; (e) your use of, inability to use, or the performance of the Sites; (f) any action taken in connection with an investigation by the Plate & Place Parties or law enforcement authorities regarding your use of the Sites; (g) any action taken in connection with copyright or other intellectual property owners; (h) any errors or omissions in a Sites’ technical operation; or (i) any damage to any user’s computer, hardware, computer software, mobile phone or other mobile device, modem or other equipment or technology including, without limitation, damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line or network failure or any other technical or other malfunction, including, without limitation, damages for lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or computer failure or malfunction, even if foreseeable or even if the Plate & Place Parties have been advised of or should have known of the possibility of such damages, whether in an action of contract, negligence, strict liability or tort (including, without limitation, whether caused in whole or in part by negligence, acts of god, telecommunications failure, or theft or destruction of the Site). In no event will the Plate & Place Parties be liable to you or anyone else for loss, damage or injury, including, without limitation, death or personal injury. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you. In no event will the Plate & Place Parties’ total liability to you for all damages, losses or causes or action exceed ten United Kingdom pounds (£10.00) (or equivalent in your local currency).

You agree that in the event you incur any damages, losses or injuries that arise out of Plate & Place acts or omissions, the damages, if any, caused to you are not irreparable or sufficient to entitle you to an injunction preventing any exploitation of the Sites or any other web site, property, product, service, or other materials owned or controlled by the Plate & Place Parties, and you will have no rights to enjoin or restrain the development, production, distribution, advertising, exhibition or exploitation of the Sites or any other web site, property, product, service, or other materials owned or controlled by the Plate & Place Parties.

To the extent permitted by applicable law, by accessing a Site, you understand that you may be waiving rights with respect to claims that are at this time unknown or unsuspected, and in accordance with such waiver, you acknowledge that you have read and understand, and hereby expressly waive, the benefits of section 1542 of the Civil Code Of California, and any similar law of any state or territory, which provides as follows: “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

 

INDEMNIFICATION

To the extent permitted by applicable law, you agree to indemnify, defend (if requested by Plate & Place) and hold the Plate & Place Parties harmless from and against any and all claims, damages, costs, investigations, liabilities, judgments, settlements and expenses, including attorneys’ fees, that directly or indirectly arise from or are otherwise directly or indirectly related to: (a) your User Content; (b) your use of any Site or activities in connection with any Site; (c) your breach or anticipatory breach of these Terms; (d) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental and quasi-governmental authorities, including, without limitation, all regulatory, administrative and legislative authorities; (e) information or material transmitted through your computer or other device used to access a Site, even if not submitted by you, that infringes, violates or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy or other right of any person or defames any person; (f) any misrepresentation made by you; or (g) the Plate & Place Parties’ use of your information. You will cooperate as required by the Plate & Place Parties in the defense of any claim. The Plate & Place Parties reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not in any event settle any claim without the prior written consent of a duly authorized employee of the Plate & Place Parties.

 

TERMINATION

Plate & Place reserves the right to terminate your access to and use of any Site in its sole discretion, without notice and liability, including, without limitation, if Plate & Place believes your conduct fails to conform with these Terms. Plate & Place also reserves the right to investigate suspected violations of these Terms. Any violation of these Terms may be referred to law enforcement authorities.

 

LOCATION OF SITE AND TERRITORIAL RESTRICTIONS

The information provided on the Sites is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Plate & Place to any registration requirement within such jurisdiction or country. Plate & Place controls and operates the Sites from the United Kingdom and makes no representations or warranties that the information, products or services contained on the Site are appropriate for use or access in other locations. Anyone using or accessing a Site from other locations does so on their own initiative and are responsible for compliance with the United Kingdom’s’ (to the extent permitted by applicable law), and local laws regarding online conduct and acceptable content, if and to the extent such local laws are applicable. We reserve the right to limit the availability of any Site or any portion of a Site to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any such content, program, product, service or other feature that we provide.

Recognizing the global nature of the Internet, you agree to comply with all local rules regarding online conduct and acceptable content.

 

GOVERNING LAWS; JURISDICTION; COMMENCEMENT OF ACTIONS

THESE TERMS AND THE INTERPRETATION OF THESE TERMS WILL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF ENGLAND AND WALES (THE DETERMINED VENUE). TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU HEREBY CONSENT AND SUBMIT TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS LOCATED IN THE DETERMINED VENUE FOR ANY SUCH LEGAL PROCEEDING. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE WITH RESPECT TO THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

If permitted by the laws in your country of residence, nothing in these Terms of Use shall prevent you from being governed by your local laws and/or bringing a claim in your local courts.

 

MISCELLANEOUS

The failure of Plate & Place to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Plate & Place’s rights with respect to such breach or any subsequent breaches. No waiver by Plate & Place of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Plate & Place. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. Plate & Place may assign its rights and duties under these Terms to any party at any time without any notice to you. These Terms may not be assigned by you without Plate & Place’s prior written consent. If any provision of these Terms will be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against Plate & Place by virtue of having drafted them.

 

ENTIRE AGREEMENT AND OUR RIGHT TO UPDATE THESE TERMS

These Terms and any applicable Additional Terms, as amended from time to time, constitutes the entire agreement that governs your use of the Sites and supersedes any prior agreements between you and Plate & Place with respect to the subject matter of these Terms.

Plate & Place reserves the right to modify or add to these Terms at any time without prior notice (“Updated Terms”). You agree that we may notify you of the Updated Terms by posting them on the Sites so that they are accessible via a link on the home page, and that your use of a Site after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using any Site. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of the Sites from that point forward.