Terms and Conditions

Ipsodeckso Limited (also known as Ipsodeckso.com and Ipsodeckso) Terms and Conditions

Effective as of 6 January 2023

This Terms and Conditions document represents a legally binding agreement between you and Ipsodeckso Limited. By checking the appropriate checkbox during your registration, you agree to be bound by the terms of this agreement. Please read carefully this Terms and Conditions document and keep a copy of it for your reference.

If you do not agree with (or cannot comply with) the terms and conditions set forth below, do not register on our platform.

These Terms and Conditions do not interfere with any obligation or authorisation provided in any other agreement concluded between you and Ipsodeckso Limited. Provisions of any individual agreement between you and Ipsodeckso Limited supersede provisions from these Terms and Conditions.

1. Definitions and Interpretations

1.1 The following definitions explain some of the terminology and abbreviations used throughout our Terms and Conditions. Defined words can be recognised throughout this document by the capitalised first letter.

‘Terms/Agreement’ refers to the latest version of this Terms and Conditions document.

‘Privacy Policy’ refers to the latest version of the Ipsodeckso Limited Privacy Policy document for the ipsodecko.com platform.

‘We/Us/Ipsodeckso’ refers to Ipsodeckso Limited, 18 Pillowell Close, Cheltenham, GL52 5GJ.

‘Site’ refers to the website of Ipsodeckso available at https://www.ipsodeckso.com/, or any other url which may host Ipsodeckso websites or Services.

‘Software’ refers to the software created by Ipsodeckso, its interface, and functionality.

‘Services’ refers to the functionality of the Site, the Software and other services provided by Ipsodeckso.

‘Platform’ refers to the Site, Software, and Services collectively.

‘User/You/Member’ refers to any person or legal entity registered for the use of the Platform.

‘Guest/Participant’ refers to any person invited by the User to participate in a shared Session.

‘Party/Parties’ refers to either User or Ipsodeckso when used in singular form and to both User and Ipsodeckso when used in plural form.

‘Third-Party’ refers to any natural or legal entity other than Users and Ipsodeckso.

‘Content’ refers to all images, text, audio and video data or any other information located on the Platform or obtained through the Platform.

‘User Generated Content’ refers to the Content provided by Users, Guests, or other persons other than Ipsodeckso.

‘Card Deck’ refers to any set of virtual/digital cards available under purchased annual membership or free to use on the Platform.

‘Session’ refers to the virtual space on the Platform where Users and Guests, if invited, may view and interact with the content.

‘Confidential Information’ refers to any and all information disclosed between the Parties in relation to the Services. Confidential Information does not cover information that was known either party prior to disclosure or information that was made available to the public.

‘Intellectual Property’ refers to any inventions, technological innovations, discoveries, designs, formulas, know-how, processes, business methods, patents, trademarks, service marks, copyrights, computer software, ideas, creations, writings, lectures, illustrations, photographs, motion pictures, scientific and mathematical models, improvements to all such property, and all recorded material defining, describing, or illustrating all such property, whether in hard copy or electronic form.

1.2 Titles and headings provided in these Terms are for convenience and ease of access only and they will not affect the interpretation of the Terms.

1.3 Terms and abbreviations not defined in this section shall have the usual meaning unless the context otherwise requires.

2. General Provisions

(A) Eligibility

2.1 By creating a User account on the Platform, you confirm that you (i) are older than 18 years and have full legal capacity to enter into a binding agreement, (ii) that you will provide true, accurate, current, and complete information where requested, (iii) that you will not use the Platform contrary to these Terms or applicable laws. If you are registering on the Platform on behalf of a legal entity, you further confirm that (i) you have the appropriate authorisation to accept the terms of this Agreement, (ii) you have the appropriate authorisation to bind such legal entity by accepting this Agreement, (iii) legal entity on behalf of whom you accept this Agreement has full power to enter into this Agreement and to perform obligations as defined herein.

2.2 The Platform or some of its parts may be accessed globally and we may not control who uses the Platform, so it is upon you to assess whether using the Platform complies with your local laws and regulations. If any part of the Platform is not compatible with your local laws, you agree to stop using the Platform. Some Services may not be available in your region and you agree to abide by such limitation.

(B) Scope of the Services

2.3 The nature and type of Services offered through the Platform is fully described on the Site. We are continually improving our Platform and we may from time to time add, remove, amend or upgrade our Services.

2.4 Ipsodeckso cannot guarantee or warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Ipsodeckso cannot and does not guarantee that its Services will be operational 100% of the time. Services may be down (i) for scheduled maintenance, (ii) force majeure events, (iii) for specific Users because of account suspension or termination, (iv) internet problems outside of Ipsodeckso’s control, (v) bugs in the code, hardware or Services without a commercially known fix.

(C) Registration

2.5 When registering on our Platform or otherwise interacting with the Platform, Users are required to provide true, accurate, current and complete information about themselves as prompted by the appropriate forms on the Site. You agree to update your information should there be any changes, in order to keep registered information true, accurate, current and complete. If you provide information contrary to aforementioned conditions, we may deny you or terminate your access to the Platform or parts of it. We are not responsible for any failure in providing the Services which results from information that is not true, accurate, current and complete.

2.6 You understand that it is your responsibility to keep your sign in/login information confidential. You are responsible for all activity under your account. If you ever find out or suspect that someone has accessed your account without authorisation, you are advised to inform us immediately.

(D) Acceptable Use Policy

2.7 You agree that you will not misuse our Platform. A “misuse” is any use, access or interference with the Platform contrary to these Terms, our Privacy Policy and applicable laws and regulations. We reserve the right to deny Services to anyone at any time. During your use of our Platform, you will especially not, without limitation, do any of the following:

send or otherwise post unauthorised commercial communications (such as spam) through the Platform;

collect Platform Users' content or information, or otherwise access the Platform, using automated means (such as harvesting bots, robots, spiders, or scrapers) without our permission;

upload viruses or other malicious code;

post or transmit content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or is otherwise objectionable to third parties;

take any action creating a disproportionately large usage load on our Platform unless expressly permitted by us;

create more than one account;

communicate any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships, or that otherwise infringes or violates someone else's rights;

encourage participation in or promote any content, pyramid schemes, surveys, chain letters or spamming, or unsolicited emailing through the website

(E) Non-disparagement

2.8 Both Parties understand and agree that they will not, in public or in private, make any false, disparaging, derogatory, or defamatory statement, online or otherwise, to any person or entity including but not limited to any media outlet, industry group, financial institution or our current or former client, regarding the other Party or their business affairs, business prospects, or financial condition. Parties further understand and agree that they will not make any negative statement or review about the other Party and their business, even if such statements or reviews are true at the time of their making, prior to providing the other Party with a reasonable option to resolve or amend the cause for the negative statement or review.

(F) Contact

2.9 If you provide us with your e-mail address, we may contact you using such contact information, for any matters relating to the Services (Service e-mails). These e-mails do not constitute “unsolicited commercial e-mail advertisements” and you are not able to opt-out of receiving them.

2.10 If you have any questions or suggestions you can contact us at hello@ipsodeckso.com.

3. Warranties and Disclaimers

3.1 Mutual Warranties. Each Party represents and warrants that (i) it has the power and authority to enter into and fully perform this Agreement; and (ii) the performance by such Party of its obligations and duties hereunder will not violate any agreement to which such Party is bound.

3.2 Ipsodeckso Warranties. Ipsodeckso hereby warrants that: (i) it will provide the Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Services will be performed materially in accordance with the Services description on the Site under normal use and circumstances; and (iii) it will perform all Services in a professional manner. In the event the User believes that Ipsodeckso is in violation of its limited performance warranty, the User shall notify Ipsodeckso and Ipsodeckso shall use reasonable commercial efforts to correct any error or defect. This will be the sole and exclusive remedy for Ipsodeckso’s breach of the forementioned limited performance warranty.

3.3 Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTIONS 3.1 AND 3.2, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR ANY WARRANTY THAT THE PLATFORM WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION, OR THAT THE PLATFORM WILL MEET THE USER’S REQUIREMENTS. ANY WARRANTIES IMPLIED BY LAW, BY THE COURSE OF DEALING BETWEEN THE PARTIES, OR OTHERWISE, ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (i) IPSODECKSO DOES NOT REPRESENT OR WARRANT THAT THE SERVICES WILL BE PERFORMED WITHOUT INTERRUPTION OR ERROR; AND (ii) IPSODECKSO DOES NOT REPRESENT OR WARRANT THAT THE SERVICE IS SECURE FROM HACKING OR OTHER UNAUTHORISED INTRUSION OR THAT USER DATA WILL REMAIN PRIVATE OR SECURE.

4. Intellectual Property

4.1 All Intellectual Property rights connected with the Platform, or technology used with the Platform are the sole property of Ipsodeckso or are used under appropriate licences or permissions. Nothing in this Agreement shall be understood or intended for transfer of such Intellectual Property rights to you or any other Third-Party.

4.2 Subject to your compliance with and during the term of this Agreement, we grant you a non-exclusive, revocable, worldwide, limited, non-sub licensable licence to access and use the Platform provided by Ipsodeckso. Except as expressly permitted in this Agreement, you may not: decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt any part of the Platform; make any modification, adaptation, improvement, enhancement, translation, or derivative work from the Platform; violate any applicable laws, rules, or regulations in connection with your access or use of the Platform; remove, alter, or obscure any proprietary notice (including any notice of copyright or trademark) posted by us or the licensors of the Platform or User Generated Content; use the Platform for any purpose for which it is not designed or intended; use the Platform for creating a product, service, or software that is, directly or indirectly, competitive with or in any way a substitute for the Platform; or distribute, transfer, sublicence, lease, lend or rent the Platform to any Third-Party other than through the assignment of user accounts provided for under this Agreement;

4.3 The Platform offers an incremental range of annual and monthly memberships ranging from a free version, to bronze, silver and finally gold. The free version is free, then from bronze upwards a range of predetermined annual and monthly membership fees are charged in return for access to the designated Card Decks, other associated forms of gamification and varying functionality. Some of the membership levels provide users with varying degrees of functionality to create their own Card Decks and associated forms of gamification, and some permit access to additional learning content (For example, free membership level permits users may create up to three bespoke card decks/games, but bronze silver and gold memberships permits users to create unlimited bespoke card decks/games). All products are available for personal use and use with Session Guests. You understand that such Card Decks and associated gamification products created by Ipsodeckso and its contributing Licensor’s are protected by copyright and other intellectual property laws and their use is permitted only under the terms of this Agreement. By purchasing an Ipsodeckso membership you are given a limited, non-exclusive, worldwide, fixed period licence to use such Card Decks and associated gamification products on the Platform. Under the licence provided herein, the User may use the Card Decks and associated gamification products to create an unlimited number of personal or shared Sessions on the Platform and access any available supporting resources provided with the Card Decks and associated gamification products. The Licence does not include the right to use or reproduce the Card Decks or associated gamification products or any part thereof outside of the Platform. Once obtained, the licence is valid for a maximum period of 12 months after which access will be revoked by Ipsodeckso unless a new annual membership is purchased (Renewal). Access and termination of access, including the expiry of annual membership as outlined in this clause 4.3 includes any card decks and gamification content created by Users on the platform. Ipsodeckso will provide notice of membership expiry on no less than three occasions during the final month of the term of the annual license agreement (Annual membership).

4.4 During the term of this Agreement, Users may be required to provide or volunteer to provide certain Confidential Information to Ipsodeckso and Ipsodeckso may disclose certain Confidential Information to the Users. Regarding such information both Parties hereby agree (i) to keep Confidential Information in strict confidence, (ii) to undertake all reasonable measures to protect the confidence of Confidential Information, (iii) not to disclose, or otherwise make available, Confidential Information to any Third Party without obtaining prior written consent, (iv) to use Confidential Information only for the purposes intended, (v) to return all Confidential Information and any and all copies, extracts or derivative works resulted from Confidential Information upon written request or upon termination of the Agreement, and to destroy or erase all remaining copies of the Confidential Information regardless of the form or media on which the Confidential Information is stored.

(A) Notification of Infringement

4.5 If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide us with the following information:

1. An electronic or physical signature of the person authorised to act on behalf of the owner of the copyright or other intellectual property interest;

2. A description of the copyrighted work or other intellectual property that you claim has been infringed;

3. A description of where the material that you claim is infringing is located on the Site;

4. Your name, address, telephone number and e-mail address;

5. A signed statement by you that you have a good faith belief that the disputed use is not authorised by the copyright owner, its agent, or the law; and

6. A statement by you, made under penalty of perjury, that the information provided in your Notice is accurate and that you are the copyright or intellectual property owner or authorised to act on the copyright or intellectual property owner’s behalf.

4.6 You can notify us of copyright infringement at hello@ipsodeckso.com

(B) User Generated Content

4.7 If you provide content through the Platform, you grant us a non-exclusive, royalty-free, perpetual, irrevocable right to use, reproduce, modify, adapt, publish, distribute, and display such User Generated Content on the Platform, and on any other Product or material we may create. Whenever Users upload User Generated Content, they warrant that they have the right to do so and to grant us the necessary licences as described herein.

4.8 We aim to provide a safe space for all our Users. However, we do not monitor User Generated Content. Users agree to inform us immediately if they come across any illegal activity, activity that is in breach of these Terms, or activity they suspect might be in violation of these Terms or applicable laws or might otherwise be objectionable. Although we expressly prohibit posting of any User Generated Content which is illegal, hateful, obscene, threatening, incites violence, insulting, defamatory, infringing of intellectual property rights, invasive of privacy, or contains graphic or gratuitous violence or is otherwise objectionable to Third-Parties, we do not pre-screen the content, so Users hereby agree that they use the Platform and the Services at their own risk. We reserve the right to remove any content which we find to constitute a breach of these Terms or relevant laws, without notifying the Users or providing reasons for such action. Users recognise and agree that Ipsodeckso bears no obligation regarding the risk, harm, damage, or loss that might occur from content submitted to or distributed on the Platform. Users further understand that by providing their content online, other people will have access to such content and they will be able to copy, share or otherwise interact with such content. If Users do not want their content to be used as described the only remedy is to not share such content.

5. Payment and Pricing

5.1 Use of Services may be subject to applicable fees as displayed on the Platform. Unless otherwise specified on the Platform all prices are shown exclusive of VAT and other applicable taxes. If the Service is listed at an incorrect price due to typographical error or systems error, we retain the right to refuse or cancel any order placed for Services listed at the incorrect price. If the payment of the incorrect price has already been made, we will return the same amount of money upon cancellation.

5.2 We reserve the right to amend the prices or to institute new fees at any time. We will publish new prices on the Site. New or changed fees will be applicable from the moment of publishing the changes on the Platform.

5.3 All payments on the Platform are final and non-refundable. By purchasing access to the Platform, you are making a non-refundable payment for the digital content which is exempt from the cooling-off period under the Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights. Unless otherwise exempt under the law, you further confirm and agree that by making the payment on the Platform you waive your right to withdraw from the purchase.

6. Term and termination

6.1 The effective date of these Terms is indicated in the heading of the document. The Terms become applicable from the moment of your registration on the Platform and remain applicable until terminated in accordance with these Terms.

6.2 Users may terminate this Agreement at any time by deleting their user account. We may terminate this Agreement at any time by 30 days advance written notice to the User. Upon timely delivery of the termination notice the Agreement will terminate at the expiry of the notice period.

6.3 We may terminate this Agreement immediately at any time by written notice to the User if the User:

commits any material breach of its obligations under this Agreement which (if remediable) is not remedied within 30 days after the service of written notice specifying the breach and requiring it to be remedied;

is unable to pay their debts as they fall due, or is reasonably deemed unable to pay their debts;

6.4 We may also terminate this Agreement immediately, at any time, if we cease to do business or terminate the Services. You understand and agree that termination of this Agreement will not give you any right to seek refund or other remedy for discontinuation of the Services.

6.5 The term of this Agreement will cease automatically upon expiry of the user’s Annual or Monthly License Agreement (membership) which will occur on the 365^th day of Annual membership, or on the day marking the end of a calendar month for monthly memberships, unless the Annual or monthly License is renewed and it is therefore deemed the user has entered into a new Annual or Monthly License Agreement (membership). If a member has entered into a free membership, this is not subject to licence renewal and is therefore ongoing unless terminated as per clause 6.1 to 6.4.

6.6 For users taking advantage of the temporary 14-day trial period, the term of this agreement will cease immediately upon expiry of the 14-days, unless the temporary member purchases an Annual or Monthly Membership License, in which case all other termination terms within this clause 6.1 to 6.7 will become the default terms. (Note: Any paying member who does not renew their respective licence within the applicable period, may still use the platform as a free member and will remain bound by the platform terms of use.

6.6 On termination of this Agreement, all provisions of this Agreement shall cease to have effect, except that any provision which can reasonably be inferred as continuing, or is expressly stated to continue, shall continue in full force and effect.

7. Indemnity

7.1 You will indemnify and hold harmless Ipsodeckso, and its employees and affiliates, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with your access to or use of the Platform or your violation of these Terms.

8. Limitation of liability

8.1 YOU AGREE THAT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY PROBLEMS OR DISSATISFACTION WITH THE IPSODECKSO SERVICE IS TO STOP USING THE IPSODECKSO SERVICES.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IPSODECKSO, ITS EMPLOYEES, OFFICERS, SHAREHOLDERS, DIRECTORS, AGENTS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, SUPPLIERS, ASSIGNS OR LICENSORS, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF YOUR ACCESS OR USE OR INABILITY TO ACCESS OR USE THE IPSODECKSO SERVICES, THIRD PARTY APPLICATIONS OR THIRD PARTY APPLICATION CONTENT, REGARDLESS OF LEGAL THEORY, EVEN IF IPSODECKSO HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE EXTENT PERMITTED BY APPLICABLE LAW IN NO EVENT SHALL IPSODECKSO’S AGGREGTATED LIABILTY TO YOU EXCEED THE TOTAL AMOUNT YOU PAID IPSODECKSO, IF ANY, IN THE ONE MONTH PERIOD PRECEEDING THE REASON FOR THE CLAIM.

8.3 Ipsodeckso, its employees, agents, and its directors do not accept any liability and you hereby agree to release us of any liability arising (whether directly or indirectly) out of the information provided through the Platform, or any errors in, or omissions from such information. Ipsodeckso is not liable for loss (whether directly or indirectly) caused by your actions or decisions based on your reliance on the information provided to you through the Platform, nor caused by the delay, malfunction of the operation or the availability of the Platform. Although we strive for accuracy in the Content we provide through the Platform, we do not make any guarantee or representation as to the exactness and the accuracy of such Content.

9. Free Trial Period

9.1 Prior to becoming a paying member, Ipsodeckso offers the option a14-day free trial period for temporary-member users. Any temporary-member user signing up for the free trial period, in doing so agree that they have accepted and are subject to all terms of use outlined in this agreement for the 14 day-free trial period and during any short extensions granted at the discretion of Ipsodeckso.

10. Changes

10.1 Ipsodeckso may make changes or replace our Terms at any time. We will post such changes, replacements and updates on the Platform and inform you via email where possible prior to changes being effective, and such change, replacement and update to our Terms will take effect on the date specified in the changed Terms.

11. Governing Laws and Choice of Forum

11.1 This Agreement shall be governed by and construed under the laws of England, without regard to its conflict of law provisions, and excluding the UN Convention on Contracts for the International Sale of Goods. You agree that if you have any dispute with Ipsodeckso you will contact us in order to settle through negotiations and mutual understanding. If the solution can not be reached in negotiations you agree and hereby submit to the exclusive jurisdiction of the courts in the county of Gloucestershire, UK.

12. Final Provisions

12.1 If any part of these Terms is found to be invalid, illegal or unenforceable in any respect, it will not affect the validity or enforceability of the remainder of the Terms.

12.2 Any failure to exercise or enforce any right or the provision of this Agreement shall not constitute a waiver of such right or provision.

12.3 Neither Party may assign or transfer any right or obligation under this Agreement to a third-party without obtaining prior written consent, except to the successors in the event of merger, sale, or liquidation of the Party.

12.4 These Terms represent an entire agreement between you and Ipsodeckso regarding the use of the Ipsodeckso Platform. Any subsequently executed agreement between the Parties shall take precedence over this Agreement