Terms & Conditions

Updated: 24^th October, 2022

1 . Overview

These terms of service (“Terms of Service”) are entered into between you and Sypher Media Limited. (“Sypher Media,” “we,” or “us”). The Terms of Service govern your access to and use of the Sypher Media website at www.syphermedia.co.uk, and app.syphermedia.co.uk, including any content, functionality, communication channels, software, and Services offered on or through it (the “Platform”). 

By using the Platform, you agree to be bound and abide by these Terms of Service. Sypher Media may terminate your ability to use the Platform without notice if you do not comply with these Terms of Service. If you do not agree to these Terms of Service, you must not access or use the Platform. You must be at least 18 years old to use the Platform. 

Sypher Media reserves the right to make changes to the Platform and to these Terms of Service at any time. All changes are effective immediately when posted. Your continued use of the Platform following the posting of the revised Terms of Service means that you accept and agree to the changes.

All Information Sypher Media collects on the Platform is subject to our Privacy Notice posted on the Platform. By using the Platform, you consent to all actions taken by us with respect to your Information in compliance with the Privacy Notice. The Privacy Notice is incorporated into and governed by these Terms of Service. To the extent there is a conflict, these Terms of Service supersede the Privacy Notice. You agree that you will not upload any confidential or personal information onto the Platform except for personal information specifically requested by Sypher Media pursuant to the Privacy Notice. 

All Platform Content (as defined below) is current as of the date it is posted on the Platform to the best of Sypher Media’s knowledge.

As used in these Terms of Service, references to the “Sypher Media Team” include Sypher Media, our owners, assigns, subsidiaries, affiliated companies, officers, and directors, and all parties involved in creating, producing, and/or delivering the Platform.

2 . Services

Sypher Media provides a multitude of services (the “Services”) on the Platform, which you may access through the Platform. All references to the Platform include the Services. All Services are subject to these Terms of Service as well as the additional provisions below. The terms in these Terms of Service govern to the extent there is a direct conflict between the additional terms linked below and these Terms of Service.

a. Right to Modify the Services. We reserve the right to implement new elements as part of the Services including changes that may affect the previous mode of operation of the Services. We believe that any such modifications will enhance the overall Services, but it is possible that your opinion may vary.

b. No Contingency on Further Releases and Improvements. You understand that your purchase of Services on or through the Platform is not contingent on the delivery by us of any future release of any functionality or feature, including but not limited to the continuation of a certain Service beyond its current subscription term, or any third party services.

c. As-Is. The Platform is provided on an as-is basis as further described in Section 21, except as expressly provided otherwise in this Agreement.

d. Features. Features and terms used in connection with the Platform and Services may have some resemblance to those provided by others, but our Platform features and terms are specific to our Platform.

e. Additional Terms. Additional terms may apply to specific services and programs offered by Sypher Media on the Platform. To the extent there is a conflict, these Terms of Service will take precedence. 

3 . Intellectual Property 

The Platform and its entire content, data, features, Services, and functionality (including but not limited to text, graphics, videos, logos, button icons, databases, music, sounds, images, or other material that can be viewed on the Platform) (“Platform Content”) are the property of Sypher Media or its licensors and are protected by copyright, trademark and other intellectual property laws, except as indicated below. Platform Content does not include User Contribution(s), as defined below.

The Sypher Media name and related logos are trademarks and service marks (“Marks”) of Sypher Media. Sypher Media Marks may not be used without advance written permission of Sypher Media, including in connection with any product or service that is not provided by Sypher Media, or in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents Sypher Media. Other products or company names mentioned on the Platform may be trademarks or service marks of their respective owners. 

A third party website may feature our logos or trademarks, with or without authorization. Our logos or trademarks featured in any third party website do not constitute or imply any approval, sponsorship, or endorsement of Sypher Media.

If you believe that any content on the Platform violates your intellectual property rights, please notify Sypher Media as described in Sections 18 and 31.

4 . Limited License And Prohibited Uses

Sypher Media grants you a personal, royalty-free, non-assignable, revocable, and non-exclusive license to access and use the Platform Content while using the Platform. Except to make the Services available to you and your end users, as expressly permitted under these Terms of Service, any other use, including the reproduction, modification, distribution, transmission, republication, framing, display or performance of Platform Content without prior permission of Sypher Media is strictly prohibited. You may not remove any Marks or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Platform Content.

You may use the Platform only for lawful purposes and in accordance with these Terms of Service. You agree that you will not:

• Use the Platform or any Services in any way that violates any applicable law or regulation.
• Use the Platform or any Services for the purpose of exploiting, harming or attempting to exploit or harm anyone in any way.
• Send, knowingly receive, upload, download, use, or re-use any material that does not comply with these Terms of Service.
• Transmit, or procure the sending of, any unlawful advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• Impersonate or attempt to impersonate Sypher Media, a Sypher Media employee, another user or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Platform or any Services, or which, as determined by Sypher Media, may harm Sypher Media or users of the Platform or expose them to liability.
• Use the Platform or any Services in any manner that could disable, overburden, damage, or impair the Platform or interfere with any other party’s use of the Platform, including their ability to engage in real time activities through the Platform.
• Use any robot, spider or other automatic device, process or means to access the Platform for any purpose, including monitoring or copying any of the material on the Platform.
• Use any manual process to monitor or copy any of the material on the Platform or for any other unauthorized purpose without Sypher Media’s prior written consent.
• Use any device, software or routine that interferes with the proper working of the Platform or any Services.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Platform, the server on which the Platform is stored, any server, computer, or database connected to the Platform, or any Services.
• Attack the Platform via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Platform or any Services.

5 . Customer/End User Conduct 

In connection with your use of the Platform or Services, you agree that:

• You will maintain in effect all licenses, permissions, authorizations, consents, and permits necessary to carry out the obligations under these Terms of Service.
• You are fully responsible for your actions and the actions of your employees, agents, and other authorised users with respect to use of the Platform.
• You are fully responsible for the use of anyone whom you grant access to the Platform.
• You will not misrepresent the Services.
• You will provide these Terms of Service to your employees and agents, and confirm that all employees and agents understand that they are subject to these Terms of Service if they use or offer the Services.
• You own or control all rights in and to all content you provide to Sypher Media.
• You will be solely responsible for all of your use of the Platform, including the quality and integrity of any data and other information made available to us by or for you through the use of the Services under these Terms of Service and each Service that you make available to your Clients.
• You have provided, and will continue to provide, adequate notices and have obtained, and will continue to obtain, the necessary permissions and consents to provide your clients’ data to us for use and disclosure in accordance with these Terms of Service and our Privacy Notice.
• You, and your employees, will provide reasonable cooperation regarding information requests from law enforcement, regulators, or telecommunication providers.

6 . Training

Sypher Media may offer training to you related to how to use the Services. All training and associated information conveyed as part of it (“Training”) is as-is, with no warranty, as explained further in Section 21 (Disclaimer). You know your own situation, and you alone are responsible for how and whether you adopt any strategies learned through Training. Sypher Media makes no guarantees that Training will produce any particular outcome, and Training may in rare cases be counterproductive depending on your situation. 

7 . Data Stored on Our Servers

Subject to our Privacy Notice, you agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through the Platform. You acknowledge that we reserve the right to remove or terminate accounts that have violated one or more any other binding Agreement.

8 . Use and Protection of Login Credentials

You are responsible for maintaining the confidentiality of your user name and password (“Login Credentials”). You are responsible for all uses of your account and Login Credentials, whether or not authorized by you. You agree to notify Sypher Media immediately of any unauthorized access to or use of your account or Login Credentials or any other breach of security. Sypher Media reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in Sypher Media’s opinion, you have violated any provision of these Terms of Service. User accounts are non-transferable, and all users are obligated to take preventative measures to prohibit unauthorized users from accessing the Platform with his or her password.

EFFECTIVE DATE: 24^th October, 2022

By posting information on the Platform, or by otherwise using any communications service, message board, newsgroup, or other interactive service available on the Platform, you agree that you will not post comments, messages, links, code, or other information that:

• Are unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content;
• victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
• infringes any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party; or
• breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Platform, or attempts to gain access to other network or server via your account on this Platform.

We are not responsible or liable to any third party for the content or accuracy of any User Contribution posted by you or any other user of the Platform, nor do we endorse the User Contribution of third parties. Further, we are not responsible for any failure or delay in removing such postings. While we do not monitor User Contributions, at our sole discretion, Sypher Media may choose to unpublish or otherwise make not available for public viewing any material we deem unnecessary or inappropriate for use on our Platform.

9 . Content You Create

You own and retain all ownership rights to your data and User Contributions uploaded to the Service (“Your Data”). You grant us, the Sypher Media Team, and our service providers the right to use Your Data as necessary to provide the Services to you and as permitted by these Terms of Service and our Privacy Notice. You also grant Sypher Media the right to use Your Data to improve the Service, develop new services, and for other Sypher Media business purposes, subject to Sypher Media’s obligation to maintain the confidentiality of Your Data. If you are using the Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so. Subject to the limited license granted, we acquire no right, title or interest from you or your licensors under these Terms of Service.

Submission of Ideas. The Platform may include a platform through which users may submit ideas in connection with new products, Services and/or related features (each, an “Idea”). By submitting an Idea to Sypher Media, you agree to the following unless we have mutually agreed in writing otherwise:

• You are submitting your Idea to Sypher Media on a voluntary, non-confidential, and gratuitous basis;
• You grant Sypher Media and its designees a perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license to use any Idea you submit to Sypher Media without restrictions or payment or other consideration of any kind, or permission or notification to you or any third party. The license includes, without limitation, the irrevocable right to reproduce, prepare derivative works, combine with other works, alter, translate, distribute copies, display, perform, license the Idea, and all rights therein, in the name of Sypher Media or its designees throughout the universe in perpetuity in any and all media now or hereafter known;
• Sypher Media may already be working on the same or a similar Idea, or it may have received a similar or identical idea from other sources;
• The Idea represents your own original work, you have all necessary rights to disclose the Idea to Sypher Media, and neither your disclosure of the Idea nor Sypher Media’s review and/or use of the Idea will infringe upon the rights of any other individual or entity;
• Disclosing your Idea to Sypher Media does not establish a confidential relationship or obligate Sypher Media to treat the Idea as confidential;
• Sypher Media has no obligation to develop or use your Idea and does not owe you or anyone else any compensation for any use of your Idea or any Ideas that are related to or derived from your Idea;
• Sypher Media assumes no obligation with respect to any Idea unless and until it enters into a written contract with you, and then only as expressed in such written contract;
• If your Idea is the subject of a patent that is pending or has been issued, you have or will disclose that fact to Sypher Media. Sypher Media acknowledges that to the extent you hold a patent in the Idea, no license under any patent is granted to Sypher Media;
• Any license to use a patented Idea shall be in the form of a written contract, and Sypher Media’s obligations shall be limited to only those in such written contract;
• Sypher Media is not obligated to review your Idea, give reasons for rejecting your Idea, or disclose any activities that are related to the subject matter of your Idea;
• You will not construe Sypher Media’s review of your Idea, or any discussion, negotiations or offer between yourself and Sypher Media relating to the possible purchase or license of your Idea, as recognition of the novelty, originality, priority, other rights, or value of your Idea, and Sypher Media’s discussions or negotiations with you will not in any way impair Sypher Media’s right to contest the validity or infringement of your rights;
• You hereby irrevocably release and forever discharge Sypher Media and the Sypher Media Team from any and all actions, causes of actions, claims, damages, liabilities and demands, whether absolute or contingent and of any nature whatsoever, which you now have or hereafter can, shall or may have against Sypher Media or the Sypher Media Team with respect to the Idea, including without limitation in respect of how Sypher Media directly or indirectly uses the Idea, with the sole exception in respect of the foregoing release and discharge being your right to bring a claim of patent infringement; and
• You agree that you are responsible for the content of the Idea and further agree (at Sypher Media’s option and at your sole expense) to defend, indemnify, and hold Sypher Media harmless from any and all actions, claims, and liabilities, demands, whether absolute or contingent and of any nature whatsoever, damages, losses, costs, fees, fines or expenses, including reasonable attorneys’ fees, which Sypher Media or the Sypher Media Team may incur as a result of use of your Idea in accordance with these Terms of Service.

10 . Third Party Content

This Platform may include content provided by third parties. All statements and opinions expressed by third parties are solely the opinions and the responsibility of the person or entity providing those materials. Those materials do not necessarily reflect the opinion of Sypher Media. Sypher Media is not responsible for the content or accuracy of any materials provided by any third parties.

11 . Links To Other Web Sites

Sypher Media may provide links to external web sites for the convenience of Platform users. The inclusion of an external link on this Platform does not constitute or imply support or endorsement of any kind. Sypher Media does not control those web sites, is not responsible for their content or function, and is not responsible for any loss or damage that may arise from your use of them. If you decide to access the third party sites linked to this Platform, you do so entirely at your own risk and subject to the terms and conditions of use and the privacy notice for such sites.

Through your use of the Platform, you may have the opportunities to engage in commercial transactions with other users and vendors. You acknowledge that all transactions relating to any products or services provided by YOUR OR any third party, including, but not limited to the purchase terms, payment terms, warranties, guarantees relating to such transactions, are solely between the seller OR PURCHASER of such merchandise OR SERVICE and you.

12 . Limitation of Liability, Indemnification, and Mitigation

You agree to defend, indemnify, and hold harmless Sypher Media and the Sypher Media Team against all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with your use of the Platform or Services (“Claims”), including, but not limited to: (a) our use of or reliance on information or data supplied or to be supplied by you, your employees, agents, or Clients; (b) any breach of or default under these Terms of Service by you, your employees, agents, or Clients; (c) the wrongful use or possession of any Sypher Media property by you, your employees, agents, or Clients; (d) any negligence, gross negligence or willful misconduct by you or your employees, agents, or Clients; (e) misrepresentations by you, your employees, agents, or Clients (f) violation(s) of applicable law by you, your employees, agents, or Clients, (g) your actions and the actions of your employees, agents, or Clients; (h) the acts or omissions of you, your employees, agents, or Clients in connection with providing notice and obtaining consents regarding the origination or content of the SMS or MMS messages, email or other communications using the Services, (i) Taxes and other Fees and/or (j) any disputes between (1) you and other users, (2) you and your Client(s), and/or (3) your Clients.

If any of the Services or Platform are, or in our opinion are likely to be, claimed to violate any third-party intellectual property right, at our option we may: (a) obtain the right for you to continue to use the Services and Platform as contemplated by these Terms of Service; (b) modify or replace the Services or Platform, in whole or in part, to seek to make the Services or Platform non-infringing; or (c) require you to immediately cease any use of the Services and Platform, including but not limited to the Sypher Media platform.

13 . Injunctive Relief

You agree that a breach of these Terms of Service will cause irreparable injury to Sypher Media for which monetary damages would not be an adequate remedy and Sypher Media shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

14 . Waiver And Severability

No waiver by Sypher Media of a term or condition set forth in these Terms of Service shall be deemed a continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Sypher Media to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

15 . Entire Agreement

Except as noted below, these Terms of Service and our Privacy Notice constitute the sole and entire agreement between you and Sypher Media with respect to the Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Platform. These Terms of Service may not be altered, supplemented, or amended by the use of any other document(s). 

Sypher Media may enter into a separate agreement with you. The terms of any separate agreement between you and Sypher Media will be considered a part of your entire agreement with Sypher Media. To the extent there is a conflict between these Terms of Service and the terms of your separate agreement with Sypher Media, your separate agreement with Sypher Media will control. 

16 . Term and Termination

These Terms of Service will remain in full force and effect while you use the Platform or subscribe to any Services. Even after you are no longer a user of the Platform, those provisions of these Terms of Service that by their nature are intended to survive will remain binding on you, including but not limited to Sections 3, 7, 11, 14, 17, and 21 to 31 and the Privacy Notice.

a. Grounds for Termination. You agree that Sypher Media, in its sole discretion, may suspend or terminate your access to the Platform (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs or losses resulting therefrom. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Platform, and reporting you to the proper authorities, if necessary.

b. No Right to Services Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Services available on this Platform will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith.

17 . Applicable Law, Binding Arbitration, and Class Action Waiver

a. Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and/or Services available through the Platform arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labour disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.

d. How to send Notices to Sypher Media. All notices to a party shall be in writing and shall be made via email. Notices to Sypher Media must be sent to the attention of Customer Service at hello@staging.syphermedia.co.uk. You agree to allow us to submit notices to you either through the email address you provided when registering, or to any address we have on record. Notices are effective on receipt.

18 . Communications and Contact Information

Sypher Media may contact you regarding these Terms of Use or the Privacy Notice using any Information you provide, or by any other means if you do not provide contact Information. If you no longer wish to receive communications from Sypher Media, you can click on the “unsubscribe link” provided in such communications.

EFFECTIVE DATE: 24^th October, 2022