8. Our relationship
The parties agree that, for the purpose of the Applicable Laws, with the exception of any data retained by Shares for legal or tax reasons after termination of the Agreement, we are the data controller with respect to your Personal Data associated with your use of the Ambassador Services. The provision of your Personal Data and our processing of that Personal Data is necessary for each of us to carry out our obligations under these Ambassador Terms.
These Ambassador Terms do not grant you any ownership rights to the Shares website, the Shares App, the Shares brand and the materials reproduced on the Shares website or the Shares App including, but not limited to, photographs, visuals, text, illustrations, designs, logos, sounds and images, which remain the sole and exclusive property of Shares or of third-parties (together the “Shares Materials”). You may use the Shares Materials only to receive the Ambassador Services in accordance with these Ambassador Terms. Shares grants you a non-transferable, non-exclusive, non-sublicensable license to use the Ambassador Services and the Shares Materials subject to these Ambassador Terms. Access to the Ambassador Services under the conditions provided for in these Ambassador Terms shall not be construed as the transfer of any intellectual property rights to you.
You may not:
- transfer, sublicense, or otherwise grant rights in the Shares Materials to any third party without the prior written consent of Shares;
- modify, copy, tamper with or otherwise create derivative works of any software included in the Shares Materials; or
- reverse engineer, disassemble, or decompile the Shares Materials or apply any other process or procedure to derive the source code of any software included in the Shares Materials.
You are strictly prohibited from any use of the above-mentioned elements not permitted by these Ambassador Terms, in particular any commercial exploitation (unless and to the extent that it does not otherwise result from mandatory provisions of law).
All Intellectual Property Rights in your Content will remain vested with you and, to the extent that any rights in such materials vest in Shares by operation of law, Shares hereby assigns such rights to you. You shall fully indemnify Shares against: (a) any amounts paid by Shares to any third party as a result of or in connection with any claim which that third party brings against Shares alleging that its Intellectual Property Rights, data protection or other rights are infringed by the provision by you to Shares of the Content or the use of the Content by Shares as permitted by these Ambassador Terms; and (b) any associated legal expenses reasonably and properly incurred.
Nothing in these Ambassador Terms shall limit or exclude either party’s liability for: (a) personal injury or death caused by its negligence; (b) its deliberate act; or (c) any damage which cannot be excluded under Applicable Law.
We're responsible for losses you suffer caused by us breaking the Agreement unless the loss is:
- Unexpected. It was not obvious that it would happen and nothing you said to us before we accepted your subscription to the Ambassador Services meant we should have expected it (so, in the law, the loss was unforeseeable).
- Caused by a delaying event outside our control. As long as we have taken the necessary steps set out in these Ambassador Terms, we're not responsible for delays outside our control.
- Avoidable. Something you could have avoided by taking reasonable action. For example, damage to your own Content or device, which was caused by digital content we supplied and which you could have avoided by following our advice to apply a free update or by correctly following the installation instructions or having the minimum system requirements advised by us.
- A business loss. Our liability for any loss you suffer in connection with your trade, business, craft or profession is limited, to the extent lawful, as follows:
a. Shares shall not, under any circumstances whatever, be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for: (a) any loss of profit, sales, revenue, or business; (b) loss of anticipated savings; (c) loss of or damage to goodwill; (d) loss of agreements or contracts; (e) loss of use or corruption of software, data or information; (f) any loss arising out of the lawful termination of these Ambassador Terms or any decision not to renew its term, or (g) any loss that is an indirect or secondary consequence of any act or omission of the party in question.
b. The total liability of Shares to you in respect of all other loss or damage arising under or in connection with these Ambassador Terms, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the amount of the Subscription Services Fees paid by you in the preceding twelve months.
Notwithstanding the foregoing, neither Shares nor any of our group companies, directors, staff, agents, suppliers or contractors will be liable for any losses arising from:
- action or inaction we take in accordance with our rights under these Ambassador Terms or the Shares.io Trading Terms;
- event due to circumstances beyond our control, including but not limited to any natural disaster, epidemic or pandemic, technical failures in transmission, communication or computer facilities including power failures and electronic or equipment failures;
- action taken by any government or regulatory body, legal authority, technical delays, technological malfunction, loss of data and records, destruction of hardware;
- action taken by us as a result of a breach of these Ambassador Terms by you;
- act or omission of any third party including for any information provided by a third party;
- action taken by us as a result of Applicable Laws;
- damage, costs, loss, liability, claims for compensation, or expense incurred or suffered by you, directly or indirectly under or in connection with these Ambassador Terms;
- damage, costs, loss, liability, claims for compensation, or expense incurred or suffered by you, directly or indirectly, under or in connection with any planned or essential maintenance to our systems, which includes the Shares App.
Disclaimer of Warranties
Save in respect of providing the Ambassador Services with reasonable care and skill under Applicable Law, the Ambassador Services, the Shares App and the Content, are provided “as is” and “as available”, without any representation or warranty of any kind, including that it will be without interruption, error free, or will meet your individual requirements, or compatible with your hardware or software, except as otherwise set out in these Ambassador Terms.
Contacting each other
If you need to speak to us, or if we need to speak to you, in relation to any matters arising out of or in connection with these Ambassador Terms, we will do so via the messaging functionality, chat bot or other facility available to you in the Shares App from time to time. We may also use the email address you provide to us when creating your Account to send you documents or other information.
You agree that we may monitor and record any email, chat or telephone conversations that we have with you, as well as any other forms of communications, activities, and transactions, between you and us, and that the recordings may be used as evidence in any proceedings relating to our Agreement with you, any order you place, and/or trades executed. These records will be our sole property. We will store recordings in accordance with Applicable Laws, and / or for as long as we consider necessary to be able to provide the Ambassador Services to you. This will be for a minimum of 5 years and potentially longer if requested by authorities.
You confirm that you are happy to receive information addressed to you personally (such as communications, reports, notes and other information from us, including our policies) via email or via the Shares App or where relevant, via our website where it meets the necessary requirements on us to deliver information to you in a "durable medium".
You also confirm that you are happy to receive information relating to our service that is not personally addressed to you via our Website and/or any other website or via the Shares App.
Complaints and claims
If you are unhappy with the Ambassador Services and wish to make a complaint please contact our customer service team via the Shares in App chat function or via email at email@example.com. We will acknowledge your request promptly and arrange for the matter to be investigated.
Partial invalidity of these Ambassador Terms
If any court or relevant authority finds any part of these Ambassador Terms to be invalid or unenforceable, the remaining parts of the Ambassador Terms will remain in full force and effect.
Our right to enforce these Ambassador Terms
If you have breached these Ambassador Terms between you and us and we don’t enforce our rights, or we delay in enforcing them, this will not prevent us from enforcing them at a later date.