Terms of Service Agreement

General Terms of Service Agreement (TSA) of Birthday Matcher for the use of the services under the domain www.birthdaymatcher.com.

Version 1: 09 September 2009

Welcome to Birthday Matcher the aforementioned is the TSA governing the use of www.birthdaymatcher.com and any of its sub-domains and aliases of these domains or “Website(s)”). By registering to use the Birthday Matcher Websites you consent to the following TSA.

The provisions of these TSA govern the entire legal relationship between the validly registered user (“User”) and Birthday Matcher and are applicable to all services provided to the User or offered on the Birthday Matcher Websites (“ Birthday Matcher Service(s)” and also to all of the User’s actions, contents, or other material relating to the Birthday Matcher Websites. No conflicting terms of use or conditions of the User shall be applicable and are hereby rejected. The complete and valid TSA are available in a printable and storable form on the Birthday Matcher Website under “Terms & Conditions”.

The User enters into this agreement on the use of Services with Birthday Matcher, a division of Magnetic Principals Ltd. UWE Ventures Bristol. Bush House.72 Prince Street. Bristol BS1 4QD. In so far as these TSA also mention other Users of the Birthday Matcher Websites, these TSA shall also govern the relationships between Users. However, no User shall claim rights under this agreement against other Users without prior consent of Birthday Matcher.

Birthday Matcher reserves the right to amend these TSA at any time insofar as these amendments are not unreasonable for the User. Birthday Matcher shall give due notice of any amendments of these TSA to the User via the User’s email address. The amendments to the TSA shall be effective from that point in time unless the User objects within two (2) weeks after receipt of said notice by sending a letter to Birthday Matcher, provided that Birthday Matcher has explicitly informed the User about the consequences of such non-objection.

Services

Birthday Matcher provides the User with an Internet platform which incorporates technical applications that allow the User to establish contact and share information with other Users. This Service made available via the Birthday Matcher Websites includes upload, download, and posting options regarding materials and information, which Birthday Matcher, the User, or other Users want to share on the Birthday Matcher Websites (“Content(s)”). The Services are described in detail on the Birthday Matcher Website.

Birthday Matcher does not take part in any communication between Users and is not responsible for or party to any agreements that Users engage in by communicating over Birthday Matcher Websites.

The principles set forth in this Section shall also apply for any agreements between Users and third party service providers providing supplemental services embedded in or linked to the Birthday Matcher Websites. Such third party service providers are acting independently from Birthday Matcher and Birthday Matcher does not accept any liability for third parties’ acts or omissions.

Users who want to take advantage of the Services provided on Birthday Matcher Websites have the option to register for a free membership. The Service includes offers to join certain groups or subgroups and other forums on the Birthday Matcher Websites (“Groups”). The User acknowledges that these Groups may be established by other Users of the Services and accordingly, the User moderating the respective Group is free to choose whether the User may join or remain in the Group. Birthday Matcher is not responsible or liable for the participation or any action of the User or any other Users, including the Group moderator, in the Group.

Birthday Matcher reserves the right to modify the Services or to offer services different from those offered at the time of the User’s registration at any time unless this is unreasonable for the User. Birthday Matcher shall give due notice of any amendments of Services to the User via the User’s personal email address. The amendments to the Services shall be effective from that point in time unless the User objects within two (2) weeks after receipt of said notice by sending a fax or letter to Birthday Matcher, provided that Birthday Matcher has explicitly informed the User about the consequences of such non-objection.

The User understands that it is technically impossible to offer or guarantee a 100% availability of the Birthday Matcher Websites. Birthday Matcher will make reasonable efforts to keep the Birthday Matcher Websites available without unplanned interruption. However, maintenance, security or other planned actions, and/or events beyond Birthday Matcher’s reasonable control (e.g., disruptions in public communication networks, power failures), may cause temporary interruptions or other failures of the Services.

Registration

In order to sign up for a Membership Users must apply for registration by completing the registration procedure on the Birthday Matcher Website. By completing the registration procedure, the User consents to enter into this agreement to use the Services and Birthday Matcher accepts this offer by activating the User’s membership and personal account.

The User guarantees and represents that the User has fully and truthfully submitted the information required by Birthday Matcher for registration and does not use pseudonyms or nicknames. The User shall keep data in his/her profile up-to-date, in particular any changes to his/her e-mail address. The User shall ensure that Birthday Matcher can establish contact with him/her via the contact details provided by him/her in the personal profile on the Birthday Matcher Websites at all times.

Birthday Matcher reserves the right to refuse registration of any user for any or no reason.

The User hereby confirms that the User is of legal age at the time of registration and has not already registered with Birthday Matcher, i.e., only maintains one (1) User account.

During registration the User must define a User Name and a Password which the User will use to identify himself/herself in order to access the Website(s), the Services, and the User’s personal account. The User is responsible for keeping the password secret and preventing other persons from accessing the User’s account via this password. The User agrees to notify Birthday Matcher of any unauthorised use of the User’s password or account or any other breach of security immediately through the contact form available on each Birthday Matcher Website under “Contact”. The User promises to immediately inform Birthday Matcher if there is any indication that the password is being used by third parties. Birthday Matcher will not be liable for any loss or damage arising from the User’s failure to comply with this section.In so far as the User is in breach of this obligation, Birthday Matcher shall be entitled to terminate this agreement with immediate effect, to block the User’s account and/or to prevent further use of the Services and the Website(s) by the User.

User’s Obligations

The User shall only provide true and accurate personal, social, and professional information and shall not post on Birthday Matcher Websites any photographs identifying the User which are older than three (3) years or on which the User cannot be clearly and plainly recognised.

The User shall not use, upload, post, email, transmit, or otherwise make available any Contents, or have other make the same available on the Birthday Matcher Websites, or send other Users messages with Contents that violate laws and statutes in any manner (“Illegal Contents”), such as, but not limited to:

a) Contents breaching third-party rights – e.g., copyright, performance and commercial property rights such as brands, patents, registered designs, design rights, and also other rights, for example name and personality rights;

b) Contents which are insulting or defamatory, regardless of whether said contents are directed at Birthday Matcher personnel or other companies or another User;

c) Contents and actions violating criminal law, promoting anti-constitutional organisations or insignia of such organisations; Contents glorifying violence; racist, pornographic, sexist Contents; Contents harmful to young persons; Contents trafficking in narcotics, inciting or downplaying the consumption of narcotics, inciting criminal offenses, gambling, insult or slander, defamation etc.;

d) Contents promoting any commercial practices considered unfair competition, including progressive customer acquisition practices (such as chain distribution systems, multilevel selling or pyramid sales) or Content unreasonably annoying any other User e.g., spam, chain letters, multi-level marketing or multi-level network marketing);

e) Contents which include information for which the User has no right to disclose or make available under any law or under contractual or fiduciary relationships (such as proprietary and confidential information or insider information etc.);

f) Contents that contain company logos

g) Contents intended to disrupt, destroy, limit, or impair services on the Birthday Matcher Websites or the functionality of any computer software or hardware or telecommunications equipment, in particular through robots, spiders, spamming, DOS attacks, chain mail, junk mail, scripts etc..

The User shall not send identical messages to more than one (1) User on the Birthday Matcher Websites.

The User shall not (i) disguise the origin of any communication via the Services or disguise his/her own identity while using the Services in any way; (ii) disobey any requirements, procedures, policies, or regulations set up for the use of the Services on Birthday Matcher Websites by Birthday Matcher; (iii) interfere with or disrupt the Birthday Matcher Websites, its servers or networks connected to Birthday Matcher, or conduct actions that impair the operability of Birthday Matcher’s infrastructure, particularly which may overload said infrastructure; (iv) block, overwrite, modify, or copy any Contents on Birthday Matcher Websites, unless said actions are necessary for the proper use of the Services. The use of any search engine technology is not necessary for the proper use of the Services, and is therefore prohibited.

Granting Rights to Use

The User grants Birthday Matcher all rights with respect to Contents as needed to fulfil the purpose of this agreement. In particular, the User grants the royalty-free, perpetual and irrevocable, non-exclusive, worldwide and unrestricted transferable and sublicensable license:

a) to store all Contents (in particular images, videos, texts etc.) uploaded or posted during the use of the Birthday Matcher Websites in an electronic form,

b) to make the same available to other Users and third parties and to disseminate the same to other Users and third parties upon demand by way of download, and also to permit other Users and third parties to make virtual or physical copies of these Contents for their private or other own use,

c) to reproduce, disseminate, make generally available, and broadcast all uploaded Contents on all Websites or other platforms and services operated by Birthday Matcher (in particular TV, advertising, print media, radio, Internet, mobile Internet),

d) to process the Contents in a user-friendly form, make the same amenable for research and process the same such that other Users and third parties can access the same at any time. This includes converting the Contents into other data formats. Birthday Matcher is also granted the right to process the Contents with respect to visual appearance, font, layout, scaling etc.. Birthday Matcher shall have the right to combine the Contents or parts thereof with its own or third-party Contents, in particular to add links to the Contents or make the same available to third parties via links,

e) to amend, shorten, block or suspend access to, and delete any Contents provided by the User.

With respect to all Contents described above, the User hereby waives the exercising of all moral rights as far as legally possible, in particular with respect to infringements through changes to the Contents made by Birthday Matcher or third parties.

The User hereby warrants that with respect to the entire Contents furnished by the User, the User is the holder of the corresponding intellectual property rights or is entitled to use and transfer rights of use (in particular for publication, reproduction, and dissemination) to the extent necessary and required under these TSA and during the course of the Contents being used on the Birthday Matcher Websites without the infringement of any third-party rights.

Birthday Matcher bears no Responsibility for the User’s and Third-Party Contents

Birthday Matcher shall not be liable for any Contents provided or made available by any User, including the User’s content. In particular, Birthday Matcher does not warrant that any such Content is true or accurate, or that it fulfills or serves any particular purpose.

If the User finds Contents offensive or objectionable, or a breach of its or any third-party rights, or illegal in any other way, the User shall contact Birthday Matcher through the contact form available on each Birthday Matcher Website under “Contact”, or by sending a fax or letter to Birthday Matcher. Birthday Matcher will investigate the complaints and violations of its policies and may take any appropriate action, including, but not limiting to issuing warnings, removing or blocking the Content or terminating accounts.

The User acknowledges that the Birthday Matcher Websites include and provide Contents provided by third-party providers as well as links to websites of third parties (altogether “Third-Party Contents”). Birthday Matcher shall not be liable for any such Third-Party Contents.

Terms of Termination

This agreement shall remain valid and binding as long as the User uses the Services. unless terminated according to section 1.3 Both parties may terminate this agreement without cause according to sections 1.2.;

1.2 Both parties may terminate the Membership at any time without cause.

1.3 A party may by written notice to the other party terminate this agreement for good cause On Birthday Matcher side, this is in particular the case, if

a) the User, when using the Service, fails to comply with any applicable statutory legal requirements or substantial contractual obligations as set forth in these TSA;

b) there is a cause in the person of the User or in his/her activities in relation to the Birthday Matcher Websites which may substantially impair the reputation of the Websites or Birthday Matcher.

1.4 In the event of a good cause in accordance with section 8.5 and notwithstanding Birthday Matcher’s right to terminate the agreement, Birthday Matcher is entitled to:

a) delete or block the Contents posted by the User,

b) send the User a notice detailing the cause and claiming remedy of the cause, or

c) block the User’s access to the Services.

Privacy

Birthday Matcher acknowledges that any personal data provided by the User to Birthday Matcher is extremely important to the User. Birthday Matcher shall comply with all applicable legal provisions regarding data protection in your country of origin , and any other applicable data protection legislation. In particular, Birthday Matcher shall not provide or otherwise disclose any personal data of the User to any third party without consent, unless Birthday Matcher is required by statutory applicable law to reveal the data to third parties, in particular government or regulatory bodies. Details on Birthday Matcher’s handling and processing of the User’s personal data are set forth in the “Privacy Policy of Birthday Matcher in the Terms of Use accessible on each Birthday Matcher Website under “Privacy Policy”.

Indemnity

The User shall indemnify and hold Birthday Matcher harmless and not accountable for claims for breach of third-party rights for which the User is responsible or any damage which is caused by a breach of any contractual obligations by the User. The User shall in particular indemnify and hold Birthday Matcher harmless and not accountable for claims by third parties resulting from any illegal acts by the User, in particular with respect to Contents provided by the User infringing third-party rights or otherwise Illegal Content. In so far as such infringement of rights result in court proceedings, the User shall also bear the costs incurred by Birthday Matcher as a result, in particular court and attorney costs.

Miscellaneous

Unless otherwise stated in these TSA, the User may submit all notices to Birthday Matcher by fax or letter. The complete contact details of Birthday Matcher can be found on each Birthday Matcher Website under “Contact”. Hyperlink Birthday Matcher may send notices to the User by placing a notice in the User’s, email, fax, or post to the addresses given in the User’s current contact data in his/her User account.

If any provision of these TSA is, for any reason, invalid and/or unenforceable, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law.

The place of performance under these TSA shall be Birthday Matcher’s main place of business. Located at:

Place of jurisdiction, insofar as legally admissible, shall be in the UK. These TSA’s governed by English law and you agree to submit to the exclusive jurisdiction of the English courts in relation to all matters connected with or arising out of the use of the website(s).

This shall not impair any consumer jurisdiction forum competent for a dispute.

These TSA and the contractual relationship shall be governed by, English law excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods.

Scope

The provisions of these TSA govern the entire legal relationship between the validly registered user (“User”) and Birthday Matcher and are applicable to all services provided to the User or offered on the Birthday Matcher Websites (“ Birthday Matcher’s service(s)”) and also to all of the User’s actions, contents, or other material relating to the Birthday Matcher Websites. No conflicting terms of use or conditions of the User shall be applicable and are hereby rejected. The complete and valid TSA are available in a printable and storable form on each Birthday Matcher Website under “Terms & Conditions”.

The User enters into this agreement on the use of Services with Birthday Matcher, a division of Magnetic Principals Ltd. UWE Ventures Bristol. Bush House.72 Prince Street. Bristol BS1 4QD. In so far as these TSA also mention other Users of the Birthday Matcher Websites, these TSA shall also govern the relationships between Users. However, no User shall claim rights under this agreement against other Users without prior consent of Birthday Matcher.

Birthday Matcher reserves the right to amend these TSA at any time insofar as these amendments are not unreasonable for the User. Birthday Matcher shall give due notice of any amendments of these TSA to the User via the User’s email address . The amendments to the TSA shall be effective from that point in time unless the User objects within two (2) weeks after receipt of said notice by sending a letter to Birthday Matcher, provided that Birthday Matcher has explicitly informed the User about the consequences of such non-objection.