Customer Agreement

This Customer Agreement (“Agreement”) is a binding contract between you and iiNDYVERSE Ltd. (“we”, “us”, “our”). It contains the rules and restrictions that govern your use of iiNDY’s products and services (referred to below simply as “iiNDY”) to directly market to your customers and share any content therein. If you use iiNDY for this purpose, you are a Customer. In this Agreement, we refer to people that subscribe to your marketing communications and loyalty programmes as Members. 

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Using iiNDY in any way means that you agree to this Agreement, and this Agreement will remain in effect while you use iiNDY. This Agreement includes everything in this document, as well as those in the Terms of Use, Privacy Policy, and all other rules and procedures that may be published from time to time by us on iiNDY. In the event of any conflict between this Agreement and any other terms and conditions you have agreed to with iiNDY, this Agreement will prevail with respect to its subject matter. 

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You must be of legal age to form a binding contract to use iiNDY. If you aren’t, you need to get your parent’s or guardian’s permission to use iiNDY, and your parent or guardian will agree to this Agreement on your behalf. 

If you’re agreeing to this Agreement on behalf of an organisation or entity, you must be  authorised to agree to this Agreement on that organisation or entity’s behalf and bind them to this Agreement (in which case, the references to “you” and “your” throughout this document refer to that organisation or entity).

If you don’t agree to all of the following, you may not use or access iiNDY in any manner. If you have any questions, comments, or concerns regarding the Agreement or our products and services, please contact us at terms@iiNDYVERSE.com.

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Ownership

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First and foremost, you own what you create. Any original content you upload, share or otherwise provide to iiNDY remains yours and is protected by copyright and any other applicable intellectual property laws.

However, please note that you agree to grant us a limited license to your content in order to enable us to operate iiNDY. This licence allows us to promote your content and help you succeed on iiNDY. 

You agree that this limited licence includes a worldwide, nonexclusive, sublicensable, royalty-free, fully paid-up, transferable right (a) to market your creative work and content through iiNDY, and (b) to use your tradename(s), trademark(s), and logo(s) in connection with the distribution and marketing of iiNDY. For further details on this licence, please see “Content on iiNDY” in the Terms of Use, which is incorporated into this Agreement by reference. 

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Relationships with Members

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You agree to the following rules around your relationships with Members and other users of iiNDY:

• Sole Responsibility: You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any content or promotions you distribute through iiNDY and for the consequences of your actions by doing so. This means that you acknowledge and agree that you are solely responsible for ensuring distribution of your content and promotions, our actions under this Agreement are solely to assist you in facilitating distribution. 

• Stopping or Deleting a Campaign or  Promotion: You may delete one or more of your campaigns or promotions from iiNDY at your discretion.

• Disputes: If there is a dispute between you and a fan about a promotion or any other issue, you agree we are under no obligation to become involved and that we will not be held liable for any such dispute. We are not liable for your relationship with fans, and we won’t provide you with any legal advice regarding such matters. 

• Reporting a Member: You can flag that a Member is violating our Terms of Use by sending an email to terms@iindyverse.com. After you provide us with written notice of this violation, we will determine whether this Member's access to some or all of your content and campaigns should be suspended or terminated. We will also decide at our sole discretion whether this Member’s access to the rest of iiNDY will be suspended or terminated. 

• Support: You shall provide to us a current email address to which we may direct inquiries from Members regarding your content and promotions.

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Acceptable Use

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You are responsible for all your activity in connection with iiNDY! 

Make sure that you use iiNDY in a manner that complies with the law and is permitted by this Agreement. If your use of iiNDY is prohibited by applicable laws, then you aren’t authorised to use iiNDY. We can’t and won’t be responsible for you using iiNDY in a way that breaks the law.

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You also represent and warrant that you will not market content, promotions or otherwise use iiNDY in a manner that:

• is fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, or libelous;

• interferes with, disrupts, damages, or accesses in an unauthorised manner the devices, servers, networks, or other properties or services of iiNDY or any third party;

• infringes, violates, or misappropriates any law, statute, ordinance or regulation or rights of any third party;

• spreads a virus, trojan horse, worm, time bomb, or other harmful computer code, file, or program.

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Please review the “Acceptable Use Policy” detailed in the Terms of Use, as those rules are also incorporated into this Agreement by reference. 

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Limitation of Liability

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To the fullest extent allowed by applicable law, under no circumstances and under no legal theory shall iiNDY, its licensors, or its suppliers be liable to you or to any other person for:

• Any indirect, special, incidental, or consequential damages of any kind, or

• Any amount, in the aggregate, in excess of the greater of (1) £100 or (2) the amounts paid and/or payable by you to us in connection with iiNDY in the twelve-month period preceding the applicable claim. 

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No Warranties

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iiNDY is provided to you on an “as-is” basis. This means we provide it to you without any express or implied warranties of any kind. That includes any implied warranties of merchantability, warranties of fitness for a particular purpose, non-infringement, or any warranty that the use of iiNDY will be uninterrupted or error-free. 

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Privacy

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iiNDY takes privacy very seriously and is committed to processing your personally identifiable information and that of your Members (“Personal Information”) in accordance with applicable privacy and data protection law. For more information on how we process Personal Information please see our Privacy Policy.

Consistent with our Privacy Policy, we may collect certain data on how Members engage with Customer campaigns and promotions. We will share some of this information with you, including engagement rates, Member counts, and referral data so long as iiNDY has received Member consent to do so for the intended purpose.

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Please note that our Privacy Policy only applies to our processing of Personal Information as a data controller — these are largely cases where we process Personal Information for our own purposes. Where iiNDY processes Personal Information on your behalf as a Customer, iiNDY qualifies as a data processor and/or service provider and you qualify as a data controller. Where we act as a data processor, the following terms apply: 

• Each party shall comply with their respective statutory or regulatory data protection obligations.

• iiNDY shall process Personal Information in accordance with your instructions. iiNDY shall have no liability whatsoever for violations of privacy and data protection laws that arise as a result of iiNDY following your instructions under the Agreement.

• iiNDY shall not retain, use, or disclose the Personal Information it receives as a service provider for any purpose other than performing its obligations to you under this Customer Agreement, however, we may disclose Personal Information as required by law and we may use our own service providers to process Personal Information subject to the same restrictions on retention, use, and disclosure provided here.

• If you collect, use, store or otherwise process Personal Information provided by or collected from iiNDY users, you must do so securely and only for as long as it is needed and always in accordance with applicable privacy and data protection laws. 

• You shall ensure that all Personal Information that you supply or disclose to iiNDY has been obtained fairly and lawfully and that you have obtained all necessary consents and/or privacy notices required to permit iiNDY to fulfill its obligations under this Agreement. 

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Terminating Your Account

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Either party may terminate this Agreement at any time for any reason. Upon such termination of this Agreement, your right to use iiNDY will immediately cease.  

We may terminate this Agreement or terminate, suspend, or restrict your access to or use of iiNDY at any time, for any reason. Reasons that may lead to us terminating or restricting access to iiNDY include a breach of any of the terms or conditions of this Agreement, your offensive or unacceptable behaviour, objectionable material, or any other actions in violation of guidelines we specify. We will notify Customers as soon as reasonably practicable if Customers’ access to iiNDY is suspended or substantially limited due to technical problems with the platform. 

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You agree that this means that campaigns, promotions, or any content therein may be removed from iiNDY at any time in our discretion.  You also agree that we retain the right to immediately halt the distribution of campaigns and promotions at our discretion. 

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Changes to this Agreement

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We are constantly trying to improve our products and services, so this Agreement may need to change along with iiNDY.  We reserve the right to change the Agreement at any time, but if we do, we will bring it to your attention by placing a notice on the website, by sending you an email, or by some other means. 

If you don’t agree with the new Agreement, you are free to reject it; unfortunately, that means you will no longer be able to use iiNDY.  If you use iiNDY in any way after a change to the Agreement is effective and notice has been provided, that means you agree to all of the changes. Except for changes by us as described here, no other amendment or modification of this Agreement will be effective unless in writing and signed by both you and us. 

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Miscellaneous Terms

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The above covers most of the questions that we typically receive about iiNDY. We have grouped provisions that come up less frequently below:

• Indemnification: To the fullest extent allowed by applicable law, you agree to indemnify and hold iiNDY, its affiliates, officers, agents, employees, and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from or in any way related to any third party claims relating to (a) your use of iiNDY (including any actions taken by a third party using your account), and (b) your violation of this Agreement or of law.  In the event of such a claim, suit, or action, we will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

• Assignment: You may not assign, delegate or transfer this Agreement or your rights or obligations hereunder, or your iiNDY account, in any way (by operation of law or otherwise) without our prior written consent.  We may transfer, assign, or delegate this Agreement and our rights and obligations without consent.

• Choice of Law: This Agreement is governed by and will be construed under applicable  laws of the England and Wales.

• No Third-Party Beneficiaries: We agree there are no third-party beneficiaries intended under this Agreement. 

• No Joint Venture: You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of iiNDYVERSE LTF., and you do not have any authority of any kind to bind us in any respect whatsoever. 

• Waiver: The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder.  

• Severability: If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that this Agreement shall otherwise remain in full force and effect and enforceable.  

• Survival: You agree that the terms under the heading “Privacy”, “Sole Responsibility”, “Acceptable Use”, “Indemnification”, “Stopping Publication or Deleting a Campaign or Promotion”, “No Warranty”, “Limitation of Liability”, “Assignment”, “No Joint Venture”, “Severability”, “Arbitration”, and “Entire Agreement”,  shall survive termination of this Agreement. 

• Entire Agreement: You agree that this Agreement is the complete and exclusive statement of the mutual understanding between you and us, and that it supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement.