These are the Terms of Service (“ToS”) for Activate Studio, a trading name of Activate Studio Ltd, whose registered office is at 42 the Grove, London, W5 5LH (“our”, “us” and “we”) which, along with our Privacy Policy, (together, the “Policies”) govern your access to and use of the Activate Studio web platform and website (“Platform”) and services.

We offer a range of services to founders, start-ups, investors, individuals, organisations and other entities that are viewed and accessed virtually through our website(s) at activate.co.uk, APIs, email services, plug-ins, applications, widgets, features, apps, and other technologies. We call these collectively “Service(s)” in our Policies.

These Policies apply to our provision of the Services. These Policies also apply to any information, pictures, audio, pitch decks, financial spreadsheets, videos or any other materials that are downloaded from, appear on or are uploaded to the Services.

Who can use the Services?

In order to use the Services you agree to:

• use your real name and the real name of your organisation as well as provide accurate, correct and truthful information;

• not allow anyone else to use your account or authentication information, or make it known to any other party;

• be allowed to use the Services under any and all laws that apply to you or our provision of the Services;

• have the authority to bind any organisation, government or legal entity on behalf of who you use the Services. In these circumstances, you represent, warrant and confirm that you are authorised by such organisation, government or legal entity to use our Services. If you are representing and binding an organisation, government or legal entity to these Policies, all references to “you“ and “your“ will also be interpreted as referring to that entity;

• not have had an account with us that was deactivated by us due to your violation of these Policies;

• be 18 years of age or older;

If you use the Services, you agree to abide by the Policies.

Your use of the Services and your Content

You can submit information through forms provided by us, including, but not limited to, files, images, documents, videos, opinions, and other material (“Content”) in relation to your use of the Services. You shall keep and retain all rights in relation to any Content you submit, provide, upload or make available through your use of the Service.

You represent and warrant that you have the right, title, license or permissions required to submit, provide, upload, make available or interact with a part of your Content through the Services. You also represent and warrant that none of your Content is subject to anyone else’s copyright or other proprietary rights that you do not have a license or permission to use.

You agree not to submit, provide, upload or make available any content which, whether in whole or in part:

• is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;

• facilitates illegal activity or unlawful violence;

• is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability;

• depicts sexually explicit images;

• is calculated to damage or hinder the operation of the Services; or

• is otherwise illegal or causes damage or injury to any person or property.

  
  

Your Content will continue to be available for some time in places such as our backups and other users may still have your data when they have created a local copy (for example as a file or hard-copy) that exists outside of the Service or our control, as well as other uses. Please see our Privacy Policy for more information.

You agree that any and all Content that you provide, upload or make available to us is not confidential or proprietary in any way whatsoever and you acknowledge and agree that it will not be treated as such by us or any other party that can access it as a result of your use of the Service. For the avoidance of doubt, any processing by us of personal data shall be in accordance with the provisions of our Privacy Policy.

The Platform, Content and our intellectual property rights

The Service collects Content submitted by founders, start-ups, and other entities through forms provided by us. Any Content provided by any of these account holders is the responsibility of that user. We do not provide any advice of any kind whatsoever including, but not limited to, investment advice.

In general, your use or reliance on any Content or other information, material, views or opinions in, or in relation to, the Services is at your own risk. We hereby give you a personal, world-wide, royalty-free, non-assignable and non-exclusive license to use the Services as permitted by the Policies that will only be modified by your exercise of your rights under the Policies and our rights amend, modify, restrict, delete or remove your use of the Services.

There are links to many third-party sites and resources on the Platform that are provided by third-parties, which are provided for your information only. The presence of any link on the Services does not mean that we have approved or reviewed them in any way and we make no representation, or recommendation of such links or their providers. We allow links in the Service to other websites that do not belong to us. The Policies apply only to the Service and not to any other websites.

We have trademarks and intellectual property rights in the Services, including example “ACTIVATE STUDIO”, the ACTIVATE STUDIO logo and the software used to provide the Services. You are not permitted to use or reproduce our trademarks or intellectual property, in whole or in part, without our prior written approval, and they are and shall at all times remain the exclusive and absolute property of ours and any of our licensors. We retain any and all rights whatsoever in and to our content.

You may not do any of the following while using the Service:

• scan or test the Service for vulnerabilities or try to get around authentication unless specifically contracted to do so by us;

• crawl, scrape or otherwise retrieve any data whatsoever except through the interfaces that we support for direct, non-automated use by users, unless specifically permitted by our robots.txt file or explicitly authorised by us;

• fake any e-mail message and/or e-mail address to make it appear as if it comes from us;

• interfere with the operation of the Service in such a way as to degrade use by other users;

• suggest any association, approval or endorsement by us if none exists.

  
  

We do not disclose personally identifiable information to third-parties, except as described in our Privacy Policy. We do however reserve the right to read, record and disclose personally identifiable information as we believe is reasonably needed to enforce the Policies, comply with an applicable law, regulation or requests by a government entity, fulfil user support requirements and generally protect the security and integrity of the Service.

What is the Privacy Policy and how does it relate to you processing personal data?

We use your personal data and any other information provided by you as part of the way in which we provide the Services. Our Privacy Policy sets out how we collect, process, store and use your personal data. Your use of the Services shall be considered by us to be valid consent for us to process your personal data as part of our provision of the Services.

What if you see something on the Activate Studio platform that infringes your intellectual property rights, or you just think we should know about?

Please e-mail us at startups@activate.co.uk if you believe that your copyright or trademark rights are infringed by Content on the Platform, or if you are concerned about anything else on the Platform.

When does Activate Studio remove users and Content from the Platform?

We reserve the right to terminate, limit, restrict, suspend or warn users and content submitted through our forms. Actions that may lead to this include, but are not limited to, illegal activities, trademark and copyright infractions, harassing other users and posting fake profiles or information.

What if I want to add data from a third-party property into the Activate Studio platform?

If you are sharing data of a third-party with us (whether personal or not) as part of your use of the Services, you must use commercially reasonable efforts so that the operator of the third-party property, such as a website, app or data source that is not under your control, obtains and documents valid consent from the users.

Changes, Liability and General

We are constantly updating and improving the Services and Platform to make them better for the community and for you. This may result in changes to features and configurations of Services, changes in our policies regarding Content and the discontinuation of specific features at our sole discretion. It also may result in our need to update these ToS and the Policies so that they correctly describe the Services and what we are doing for you.

We will post any change to the Policies on the appropriate webpage and, if the changes are substantial, provide a notice on a page where you use the Services, or by sending you notice by email. We encourage you to review our Policies when you use the Services and Platform. If you choose to continue using the Services after any updated Policies become effective you agree to be bound by the new Policies. If you choose not to continue using the Services you can ask to delete your information to startups@activate.co.uk and not using any of the Services anymore.

We will use reasonable care and skill in providing you the Services, but we can’t guarantee that the Services or access to forms will always be error-free or always available. We shall not be liable to you in any way whatsoever for any loss, costs, expenses, claims or damages arising out of or in connection with your use of the Services whether the same are indirect or consequential loss, or economic loss or other loss of turnover, profits, business or goodwill. This applies whether in an action of contract, negligence or otherwise, even if such loss was reasonably foreseeable or we knew you might incur.

Any and all implied ToS, conditions, warranties and representations are hereby excluded to the fullest extent permissible by law.

The remaining part of the Policies will continue to be in full force and effect if any part of the Policies is found by a court of competent jurisdiction to be invalid or unenforceable.

No parties other than you and us shall have any rights whatsoever under these ToS and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply to these ToS.

Our total liability (as well as our suppliers) for your use of the Services is limited to the amount you paid us to use the Service in the previous twelve (12) months, including for any implied warranties. In general, you agree when you use the Service and Platform that our liability and that of our affiliates, officers, directors, partners, licensors and any related entities is limited to the maximum extent allowed.

These ToS (and the Policies) shall be governed by and construed in accordance with the laws of England and Wales and you and we hereby agree to submit to the exclusive jurisdiction of the English courts.