Website Agreement and Terms of Use

Purpose

The mission of Openr (“Openr”, “we” or “us”) is to offer online service that helps drive more traffic from the content you share.
To achieve our mission, we make services available through our website and other associated applications to help companies create their profile,  Openr Window, Messages, Campaigns, Links and any other Content - in a trusted environment - as well as providing a platform for companies to share links from their websites.

1. APPLICATION OF THESE TERMS AND THE AGREEMENT BETWEEN YOU AND US
1.1 These terms (together with the documents referred to in them) set out the terms of the agreement (the “Agreement”) which applies when you may make use of the Openr website at www.ope.nr (“our Site”), whether you are a visitor or have registered to use our Site.  If you have registered to use our Site you will be a user of the Openr service (a “User”).
1.2 Please read these terms, our Privacy & Cookies Policy and any other documents referred to in these terms carefully before you start to use our Site.  In particular, you should pay attention to the provisions of which set out each parties’ obligations and responsibilities to the other in relation to the use of our Site and the content and services which can be accessed through it.
1.3 By accessing and using our Site, you indicate that you agree to these terms and to abide by the Agreement between you and us of which they form part.  If you do not agree to this, please do not use our Site.
1.4 Currently our Site is intended primarily for speakers of the English language as we are based in the United Kingdom, so these terms (and the documents referred to in them) are available in the English language only.
1.5 To be eligible to be a User and use the services and products made available through our Site, you must either be a legal entity or an individual who is in business and you must be over 18 years of age.

2. YOUR RIGHT TO USE THE OPENR SITE
2.1 If you comply with all your obligations as set out in these terms and the Agreement between us, you will have the right to use our Site and access the services and products made available through it using a generally available web browser, mobile device or application.
2.2 Any use of our Site other than for in accordance with the Openr Purpose stated above is strictly prohibited and a breach of the Agreement between you and us.
2.3 We reserve all rights not expressly granted in these terms, including, without limitation, the ownership of, all intellectual property and all other rights and interest in, the Openr name, [the domain name www.ope.nr], our Site and all related information and materials, including any and all copies made of our Site.

3. ACCESS AND AVAILABILITY
3.1 Access to our Site is made available to you by Openr.  While we will make every effort to ensure that our Site is available to you, you need to be aware that it may be unavailable at times and you may not have uninterrupted use of our Site.
3.2 In addition, we reserve the right to withdraw, suspend or amend your access to all or any part of our Site or cease its operation temporarily or permanently at any time without notice.
3.3 From time to time, we may restrict access and use of some parts of our Site (including restricting some of our content to Users who have Upgraded Membership).
3.4 We will not be liable to you if our Site (or any part of it) is unavailable or inaccessible at any time.  You acknowledge that we are under no obligation to compensate you if this happens or if our Site fails to operate in a particular way and you suffer any loss or damage as a result of this.
3.5 You are responsible for making all arrangements necessary for you to access our Site.  We cannot guarantee that our Site will be compatible with any or all hardware or software that you may use to visit our Site.

4. REGISTRATION TO USE OUR SITE AND CREATION OF YOUR ACCOUNT
4.1 To use our Site as a User you will need to register.  Once you have registered as a User you will be able to set up and amend an account for your business (“Your Account”).  Although you will register to use our Site as an individual (and you are bound by these terms as an individual), you agree that you will be using our Site in your professional/business capacity even if your company or business also has a separate agreement with us.
4.2 Only one Account can be created per individual, and that Account can then include multiple Profiles. If it is found that an individual has created more than one Account that individual will be in breach of these terms and we reserve the right to suspend or remove all the associated accounts.
4.3 As part of the registration process, you will be asked to enter full name, your email that will be used as your login name and for system communication with you, and password (“your Sign-in Details”).
4.4 You are responsible for keeping your Sign-in Details secure and confidential and not disclosing them to any third party or allowing any third party to use Your Account.  This is important because we will treat all activities using your Sign-in Details as your activities and you will be regarded by us as responsible for them.  This is the case even if you did not agree to, or have any knowledge of, the relevant activity.
4.5 You agree to notify us as soon as reasonably practicable if you suspect or become aware of any unauthorised use of Your Account or your Sign-in Details.
4.6 We have the right to disable your Sign-in Details and suspend use of Your Account on our Site at any time, if in our opinion, you have not complied with any of the provisions of the Agreement between us.

5. CREATION OF PROFILES
5.1 If you want to make full use of our Site for the Purpose set out above, you will need to create a profile for the company(s) you use for your business (each a “Profile”).  If you have “Personal” account you can create one free Profile on our Site.  If need to create profiles for more than one entity associated with your business or businesses, you need to select Pro, Power Pro or Enterprise memebership which will allow you to have more than one Profile associated with Your Account per month.
5.2 If you are not the owner/proprietor of the business but set up a Profile for that business (for example, you are acting as a marketing manager for the business), please make sure that you have obtained the prior agreement of the owner or proprietor of the business before you create a Profile for it.  We will assume that you have the authorisation of the owner/proprietor of the business if you do set up a Profile on their behalf.
5.3 Your business may have policies relating to your use of the internet and websites such as our Site.  You should check this and make sure that you comply with those policies when using our Site.
5.4 You need to be aware that we do not verify any information provided by Users of Openr and included in their Openr Windows, Messages or Campaigns.

6. ASSURANCES ABOUT THE INFORMATION YOU PROVIDE TO US
6.1 In including information on our Site, you confirm to us that any information included in Your Account, Profile, your Openr Window, your Message, your Campaign and any Content:
6.1.1 is accurate and fair;
6.1.2 does not consist of, contain or link to any works and materials which constitute “Prohibited Content”, that is content which:
(a) breaches any law, regulation or binding code of practice, infringes any person's intellectual property rights (including any copyright, trademarks or patents) and/or gives rise to a cause of action against any person;
(b) contravenes the Committee on Advertising Practice Code;
(c) is obscene, indecent, derogatory, offensive or defamatory or promotes violence, discrimination or any illegal activity; or
(d) causes annoyance, inconvenience or anxiety to any internet user;
6.1.3 is legal under all applicable laws and is appropriate for use on our Site having regard to the user base for our Site as reflected in our Purpose statement.
6.2 You agree that you will promptly notify us and request the removal or editing of information included in Your Account, Profile, your Openr Window, your Message, your Campaign and any Content which ceases to be accurate and fair or becomes Prohibited Content for any reason.
6.3 We reserve the right to suspend or remove Your Account, your Profile and/or the publication of any of your Content, your Openr Window, your Message, your Campaign and any Content from our Site at any time, where we reasonably determine that one or all of them are in breach of this Section 6.

7. GENERAL PROVISIONS RELATING TO YOUR CONTENT
7.1 In addition to the provisions above in relation to specific types of content, the following general provisions will apply to all Content posted or made available by you on our Site including, without limitation, Your Account, Profile, your Openr Window, your Message, your Campaign and any Content.
7.2 Except as otherwise provided in the terms of the Agreement between you and us, your Content will continue to be owned by you (or any third party who has given you the right to use it).
7.3 You are solely responsible for your Content.  If you post any Content on or via the Site you do this entirely at your own risk. 
7.4 In posting your Content on our Site you confirm that it is accurate, complete and not misleading.
7.5 You also confirm that if your Content contains any information provided by or belonging to a third party you have obtained their consent and have the right to grant us the right to use this as part of your Content in accordance with the provisions of Section 12.6 below.
7.6 By posting your Content on our Site you grant us a perpetual, ongoing right to use it worldwide without any obligation to make payment for this right and to use, adapt, translate, copy, distribute and make it available in connection with the Purpose of our Site.  The right you give us under this provision will also allow us to grant a similar right to others to make use of your Content in connection with the Purpose.
7.7 By sharing your Content from our Site into the public domain you grant us the right to share this Content via our own promotional and sales channels.

8. CONTENT PROVIDED BY US (INCLUDING ANALYTICS, BLOG, FAQ)
8.1 Except as otherwise provided in the Agreement between you and us, we (or third parties who have given us consent to use their rights) are the owners of all intellectual property rights in and to our Site and the content published by us on it (“our Content”) and our Content is protected by intellectual property right laws.
8.2 To help you with your use or Openr, we provide various tools (“Analytics”, “Blog”, “FAQ”). 
8.3 Our “Analytics” are intended for use in your own business and in connection with use of our Site (the “Permitted Purpose”).  You should not make any other use of them and, in particular, without limitation, you should not sell, transfer, license, copy or distribute them to any other person unless you have asked for, and we have given, our consent in writing.

9. USE OF OUR SITE
9.1 You may only use our Site for lawful purposes and must at all times comply with all applicable laws and regulations.
9.2 In addition, you may not use our Site:
9.2.1 using a false name or identity, to impersonate any person or business, to falsely state or otherwise misrepresent your relationship with a brand or make any communications that are intentionally false or misleading;
9.2.2 to transmit any Content that is, or is directed at inciting or producing imminent conduct that is, harmful, threatening, abusive, defamatory, vulgar, obscene, invasive of another's privacy, hateful, or racially, ethnically or otherwise discriminatory or objectionable;
9.2.3 in any way which is or might be anti-competitive or might be expected to give rise to anti-competitive behaviour; or
9.2.4 to transmit, procure or promote the sending of mass mailings, chain letters, pyramid or other similar schemes or any other any unsolicited, unauthorised advertising or promotional material or any other form of “spam”.

10. DISCLAIMERS AND LIMITATION OF LIABILITY
10.1 Our Content on the Site and any other information and materials made available through it are provided for general information purposes only, since we will not know and be able to tailor any information, advice and materials to you and your particular circumstances.  Accordingly, any Content on our Site whether provided by us or a User should not be regarded as definitive advice on which reliance should be placed.  In view of this, you may wish to take independent advice from a qualified professional adviser before acting on any of the information on our Site.  In any event you acknowledge that your use of our Site and any services or products obtained through it is at your own risk.  You are solely responsible for any use you make of any Content on our Site and for decisions you take based on Content posted on, or accessed through your use of, the Site.
10.2 While we will try to ensure that Our Content is regularly updated and correct, we make no representations and give no assurances of any kind (express or implied) that the information on our Site, whether it is Our Content or content provided by User is or remains accurate, complete, up to date or suitable for any particular purpose.  You should be aware that Content on our Site may be out of date and we make no commitment to update or remove it.
10.3 You should be aware that we do not exercise editorial control over any Content provided by Users and we do not monitor Content provided by Users for accuracy or reliability.  We also do not confirm or verify whether a User has the expertise or ability to provide any products or services which they offer through our Site.
10.4 In addition, we take no responsibility for and accept no liability arising from or in connection with any the content of any external websites and resources you access via our Site whether via links from Our Content, content provided by Openr users or otherwise nor can we accept responsibility for any contractual arrangements between you and a third party (whether or not they are a User) arising from use of our Site. 
10.5 To the maximum extent that we are permitted to do so by law, we disclaim and exclude all liability and responsibility arising from any reliance placed on Our Content and any other content on our Site by any visitor to our Site, User and or by anyone who may be informed of any of its contents.
10.6 Nothing in these terms or the Agreement between you or us limits or excludes our responsibility for fraud, fraudulent misrepresentations made by us, for death or personal injury caused by our negligence or wilful misconduct or any other liability which cannot be excluded or limited as a matter of law.

11. INDEMNITY
11.1 You hereby agree to indemnify us and undertake to keep us indemnified against any and all liabilities, damages, losses, costs and expenses (including reasonable legal expenses and amounts paid in settlement of legal claims) arising directly or indirectly out of any breach by you of the provisions of the Agreement between you and us.

12. LINKS TO AND FROM OTHER WEBSITES
12.1 Through our Site you are able to link to other websites and resources which are not under our control, embed third party website’s content, cache ¬†third party content, and so we cannot accept responsibility for the nature, content and availability of those websites.
12.2 The inclusion of links from our Site does not imply a recommendation or endorsement of any other website.
12.3 You may link to our Site from a website, which you own, provided that you do so in a way that if fair and legal, and on condition that you do not do anything which damages our brand or takes advantage of our brand or reputation.  You must not establish a link in any way which suggests any form of endorsement or approval from us where it does not exist.

13. PAYMENT FOR UPGRADED MEMBERSHIP
13.1 If you purchase Upgraded Membership, you agree to us storing your payment card information. 
13.2 You also agree to pay the applicable fees for Upgraded Membership as they become due, including any applicable tax.  We may also charge you interest as permitted by law for any late payments.
13.3 All fees are non-refundable and there are no refunds for partially used periods if you cancel before the end of the relevant period.
13.4 If you do not re-new your Upgraded Membership when it falls due for renewal, your Upgraded Membership will automatically be cancelled and you will no longer have access to any features or parts of our Site which are intended only for those with Upgraded Membership.

14. MISUSE OF THE SERVICES AND NOTIFICATION OF SUSPENSION
14.1 We may restrict, suspend or terminate the account of any User who:
14.1.1 abuses or misuses our Site or the services provided via our Site; or
14.1.2 breaches any of the terms of the Agreement between you and us; or
14.1.3 behaves in a way which we, in our reasonable discretion, deem contrary to the purpose of our Site.
14.2 We also reserve the right to make Your Account and any Profiles, your Openr Window, your Message, your Campaign and any Content associated with it private or completely delete it so that it is not available to other Users or Site visitors if you are in breach of any of the provisions of the Agreement between you and us.
14.3 You agree that if we suspend or terminate Your Account we will have the right but not the obligation to notify other Users of this fact.

15. DISPUTES AND COMPLAINTS
15.1 If you have any dispute or complaint about our Site or about another User and their use of our Site you can contact us via the Contact Us facility and we will seek to resolve the matter.
15.2 If we are unable to resolve a dispute between you and us relating to our Site and the Services provided through it, both parties will try to resolve the dispute in a cost effective manner using an established alternative dispute resolution procedure before pursuing other remedies, where practical to do so, given the nature of the dispute.

16. TERMINATION
16.1 You may terminate Your Account at any time by using the Contact Us facility and this will be effective when we process this notice from you.
16.2 We may terminate the Agreement between you and us at any time if you are in breach of these terms of the Agreement between you or us and, having been notified of the breach you fail to remedy it within 14 days, if it is capable of remedy. 
16.3 On termination we will disable your access to Your Account and you will lose access to our Site and any services made available through it.  We may also restrict any access to our Site by you or your business. 

17. GENERAL
17.1 You are responsible for compliance with local laws, bearing in mind that the access to our Site may not be legal for or by all persons in all countries.
17.2 In using our Site or sending emails either via our Site or over the internet, you are communicating with us electronically.  We will communicate with you by e-mail or by posting notices on our Site.  For contractual purposes, you consent to receive communications from us electronically and you agree that all communications that we provide you electronically satisfy any legal requirement that such communications be in writing, unless we are required by any applicable law to communicate with you in another form.
17.3 Any notices send by you or us in connection with these terms, may be send by recorded delivery, first class mail or email using the email address you use to access the Services. 
17.4 If you wish to contact us concerning these terms and conditions you should use do so using the Contact Us facility or email us at hello@ope.nr, or write to us at Openr, Unit 11, Hove Business Centre, Fonthill Rd, Hove, East Sussex BN3 6HA
17.5 These terms and the Agreement between you and us of which they form part constitute the entire agreement between you and us concerning our Site and your use of the services available through our Site.  You may also be subject to additional terms and conditions that apply if you purchase other products or services from us or from any third party via this site using the Marketplace Listings or otherwise.
17.6 We may modify, supplement or replace these terms by posting them on our Site without prior notice, or by notifying you by some other means.
17.7 If any provision of these terms and the Agreement of which they form party are deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the other provisions which shall remain in full force and effect.
17.8 If you breach these terms or the Agreement between you and us, the fact that we take no action or delay in taking any action, will not affect our rights and remedies in any other situation where you are in breach.
17.9 These terms and the Agreement between you and us do not confer any rights on any person other than you pursuant to the Contracts (Rights of Third Parties) Act 1999.
17.10 Nothing in these terms or Agreement between you and us in intended to create a partnership between the parties or authorise either party to act as agent or as having authority to act in the name of or on behalf of the other party.
17.11 You will not assign, transfer or delegate your rights or obligations under these terms or the Agreement of which they form part to any other person with our prior written consent.  We may assign, transfer or delegate our rights and obligations to any other person including any company in our group, in our sole discretion.

18. GOVERNING LAW AND JURISDICTION
18.1 These terms and the Agreement between you and us of which they form part are governed by and should be interpreted in accordance with the laws of England and Wales.
18.2 Subject always to the provisions of Section 20 (Disputes and Complaints) both parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.