TERMS AND CONDITIONS for sale of goods
Please read all these terms and conditions.
As we can accept your order and make a legally enforceable agreement without further reference to you, you must read these terms and conditions to make sure that they contain all that you want and nothing that you are not happy with.
1. These Terms and Conditions will apply to the purchase of the goods by you (the Customer or you). We are CFC Tree & Forest Foundation, hereinafter “CFC”; a company registered in England and Wales under number 12403712 whose registered office is at Kemp House, 160 City Road, London, England, EC1V 2NX, with email address email@example.com; (the Supplier or us or we).
2. These are the terms on which we sell all Goods to you. By ordering any of the Goods, you agree to be bound by these Terms and Conditions. Before placing an order on the Website, you will be asked to agree to these Terms and Conditions by clicking on the button marked ‘I Accept’. If you do not click on the button, you will not be able to complete your Order. You can only purchase the Goods from the Website if you are eligible to enter into a contract and are at least 18 years old.
3. Consumer means an individual acting for purposes which are wholly or mainly outside his or her trade, business, craft or profession;
4. Contract means the legally-binding agreement between you and us for the supply of the Goods;
5. Delivery Location means the Supplier’s premises or other location where the Goods are to be supplied, as set out in the Order;
6. Durable Medium means paper or email, or any other medium that allows information to be addressed personally to the recipient, enables the recipient to store the information in a way accessible for future reference for a period that is long enough for the purposes of the information, and allows the unchanged reproduction of the information stored;
7. Goods means the goods advertised on the Website that we supply to you of the number and description as set out in the Order;
8. Order means the Customer’s order for the Goods from the Supplier as submitted following the step by step process set out on the Website;
10. Website means our website https://a-heart-for-trees.com on which the Goods are advertised.
11. The description of the Goods is as set out in the Website, catalogues, brochures or other forms of advertisement. Any description is for illustrative purposes only and there may be small discrepancies in the properties of the Goods supplied.
12. In the case of any Goods made to your special requirements, it is your responsibility to ensure that any information or specification you provide is accurate.
13. All Goods which appear on the Website are subject to availability.
14. We can make changes to the Goods which are necessary to comply with any applicable law or safety requirement. We will notify you of these changes.
Personal information and Registration
15. When registering to use the Website you must set up a username and password. You remain responsible for all actions taken under the chosen username and password and undertake not to disclose your username and password to anyone else and keep them secret.
17. We may contact you by using e-mail or other electronic communication methods and by pre-paid post and you expressly agree to this.
Basis of Sale
18. The description of the Goods in our website does not constitute a contractual offer to sell the Goods. When an Order has been submitted on the Website, we can reject it for any reason, although we will try to tell you the reason without delay.
19. The Order process is set out on the Website. Each step allows you to check and amend any errors before submitting the Order. It is your responsibility to check that you have used the ordering process correctly.
20. A Contract will be formed for the sale of Goods ordered only when you receive an email from us confirming the Order (Order Confirmation). You must ensure that the Order Confirmation is complete and accurate and inform us immediately of any errors. We are not responsible for any inaccuracies in the Order placed by you. By placing an Order you agree to us giving you confirmation of the Contract by means of an email with all information in it (ie the Order Confirmation). You will receive the Order Confirmation within a reasonable time after making the Contract, but in any event not later than the delivery of any Goods supplied under the Contract.
21. Any quotation is valid for a maximum period of 2 days from when it is provided, unless we expressly withdraw it at an earlier time.
22. No variation of the Contract, whether about description of the Goods, Fees or otherwise, can be made after it has been entered into unless the variation is agreed by the Customer and the Supplier in writing.
23. We intend that these Terms and Conditions apply only to a Contract entered into by you as a Consumer. If this is not the case, you must tell us, so that we can provide you with a different contract with terms which are more appropriate for you and which might, in some respects, be better for you, eg by giving you rights as a business.
Price and Payment
24. The price of the Goods and any additional delivery or other charges is that set out on the Website at the date of the Order or such other price as we may agree in writing.
25. Prices and charges include VAT at the rate applicable at the time of the Order.
26. You must pay by submitting your credit or debit card details with your Order and we can take payment immediately or otherwise before delivery of the Goods.
27. We will deliver the Goods to the Delivery Location by the agreed time or within the agreed period or, failing any agreement, without undue delay and, in any event, not more than 30 days after the day on which the Contract is entered into.
28. In any case, regardless of events beyond our control, if we do not deliver the Goods on time, you can (in addition to any other remedies) treat the Contract as being at an end if:
a. we have refused to deliver the Goods, or if delivery on time is essential taking into account all the relevant circumstances at the time the Contract was made, or you said to us before the Contract was made that delivery on time was essential; or
b. after we have failed to deliver on time, you have specified a later period which is appropriate to the circumstances and we have not delivered within that period.
29. If you treat the Contract as being at an end, we will (in addition to other remedies) promptly return all payments made under the Contract.
30. If you were entitled to treat the Contract as being at an end, but do not do so, you are not prevented from cancelling the Order for any Goods or rejecting Goods that have been delivered and, if you do this, we will (in addition to other remedies) without delay return all payments made under the Contract for any such cancelled or rejected Goods. If the Goods have been delivered, you must return them to us or allow us to collect them from you and we will pay the costs of this. Further details on this are covered within our cancellation policy.
31. If any Goods form a commercial unit (a unit is a commercial unit if division of the unit would materially impair the value of the goods or the character of the unit) you cannot cancel or reject the Order for some of those Goods without also cancelling or rejecting the Order for the rest of them.
32. If we accept an Order for delivery outside of England and Wales, Scotland, Northern Ireland, the Isle of Man and the Channels Islands, you may need to pay import duties or other taxes, as we will not pay them.
33. You agree that we may deliver the Goods in instalments if we suffer a shortage of stock or other genuine and fair reason, subject to the above provisions and provided you are not liable for extra charges.
34. If you or your nominee fail, through no fault of ours, to take delivery of the Goods at the Delivery Location, we may charge the reasonable costs of storing and redelivering them.
35. The Goods will become your responsibility from the completion of delivery or Customer collection. You must, if reasonably practicable, examine the Goods before accepting them.
Risk and Title
36. Risk of damage to, or loss of, any Goods will pass to you when the Goods are delivered to you.
37. You do not own the Goods until we have received payment in full. If full payment is overdue or a step occurs towards your bankruptcy, we can choose, and serve notice of same, to cancel any delivery and end any right to use the Goods still owned by you, in which case you must return them or allow us to collect them.
Withdrawal, returns and cancellation
38. You can withdraw the Order by telling us before the Contract is made, if you simply wish to change your mind and without giving us a reason, and without incurring any liability.
39. This is a distance contract (as defined below) which has the cancellation rights (Cancellation Rights) set out below. These Cancellation Rights, however, do not apply, to a contract for the following goods (with no others) in the following circumstances:
a. foodstuffs, beverages or other goods intended for current consumption in the household and which are supplied on frequent and regular rounds to your residence or workplace;
b. goods that are made to your specifications or are clearly personalised;
c. goods which are liable to deteriorate or expire rapidly.
40. Also, the Cancellation Rights for a Contract cease to be available in the following circumstances:
a. in the case of any sales contract, if the goods become mixed inseparably (according to their nature) with other items after delivery.
Right to cancel
41. Subject as stated in these Terms and Conditions, you can cancel this contract within 14 days without giving any reason.
42. The cancellation period will expire after 14 days from the day on which you acquire, or a third party, other than the carrier indicated by you, acquires physical possession of the last of the Goods. In a contract for the supply of goods over time (ie subscriptions), the right to cancel will be 14 days after the first delivery.
43. To exercise the right to cancel, you must inform us of your decision to cancel this Contract by a clear statement setting out your decision (eg a letter sent by post or email). You can use the attached model cancellation form, but it is not obligatory. In any event, you must be able to show clear evidence of when the cancellation was made, so you may decide to use the model cancellation form.
44. We will communicate to you an acknowledgement of receipt of such a cancellation in a Durable Medium (eg by email) as soon as is practicable.
45. To meet the cancellation deadline, it is sufficient for you to send your communication concerning your exercise of the right to cancel before the cancellation period has expired.
Effects of cancellation in the cancellation period
46. Except as set out below, if you cancel this Contract, we will reimburse to you all payments received from you, including the costs of delivery (except for the supplementary costs arising if you chose a type of delivery other than the least expensive type of standard delivery offered by us).
Deduction for Goods supplied
47. We may make a deduction from the reimbursement for loss in value of any Goods supplied, if the loss is the result of unnecessary handling by you (ie handling the Goods beyond what is necessary to establish the nature, characteristics and functioning of the Goods: eg it goes beyond the sort of handling that might be reasonably allowed in a shop). This is because you are liable for that loss and, if that deduction is not made, you must pay us the amount of that loss
Timing of reimbursement
48. If we have not offered to collect the Goods, we will make the reimbursement without undue delay, and not later than:
a. 14 days after the day we receive back from you any Goods supplied, or
b. (if earlier) 14 days after the day you provide evidence that you have sent back the Goods.
49. If we have offered to collect the Goods or if no Goods were supplied, we will make the reimbursement without undue delay, and not later than 14 days after the day on which we are informed about your decision to cancel this Contract.
50. We will make the reimbursement using the same means of payment as you used for the initial transaction, unless you have expressly agreed otherwise; in any event, you will not incur any fees as a result of the reimbursement.
51. If you have received Goods in connection with the Contract which you have cancelled, you must send back the Goods or hand them over to us at The old Chapel, 6A Mountsorrel Lane, LE7 7PR without delay and in any event not later than 14 days from the day on which you communicate to us your cancellation of this Contract. The deadline is met if you send back the Goods before the period of 14 days has expired. You agree that you will have to bear the cost of returning the Goods.
52. For the purposes of these Cancellation Rights, these words have the following meanings:
a. distance contract means a contract concluded between a trader and a consumer under an organised distance sales or service-provision scheme without the simultaneous physical presence of the trader and the consumer, with the exclusive use of one or more means of distance communication up to and including the time at which the contract is concluded;
b. sales contract means a contract under which a trader transfers or agrees to transfer the ownership of goods to a consumer and the consumer pays or agrees to pay the price, including any contract that has both goods and services as its object.
53. We have a legal duty to supply the Goods in conformity with the Contract, and will not have conformed if it does not meet the following obligation.
54. Upon delivery, the Goods will:
a. be of satisfactory quality;
b. be reasonably fit for any particular purpose for which you buy the Goods which, before the Contract is made, you made known to us (unless you do not actually rely, or it is unreasonable for you to rely, on our skill and judgment) and be fit for any purpose held out by us or set out in the Contract; and
c. conform to their description.
55. It is not a failure to conform if the failure has its origin in your materials.
Successors and our sub-contractors
56. Either party can transfer the benefit of this Contract to someone else, and will remain liable to the other for its obligations under the Contract. The Supplier will be liable for the acts of any sub-contractors who it chooses to help perform its duties.
Circumstances beyond the control of either party
57. In the event of any failure by a party because of something beyond its reasonable control:
a. the party will advise the other party as soon as reasonably practicable; and
b. the party’s obligations will be suspended so far as is reasonable, provided that that party will act reasonably, and the party will not be liable for any failure which it could not reasonably avoid, but this will not affect the Customer’s above rights relating to delivery and any right to cancel, set out in our cancellation policy.
58. Your privacy is critical to us. We respect your privacy and comply with the General Data Protection Regulation with regard to your personal information.
60. For the purposes of these Terms and Conditions:
a. ‘Data Protection Laws’ means any applicable law relating to the processing of Personal Data, including, but not limited to the GDPR.
b. ‘GDPR’ means the UK implementation of the General Data Protection Regulation.
c. ‘Data Controller’, ‘Personal Data’ and ‘Processing’ shall have the same meaning as in the GDPR.
61. We are a Data Controller of the Personal Data we Process in providing Goods to you.
62. Where you supply Personal Data to us so we can provide Goods to you, and we Process that Personal Data in the course of providing the Goods to you, we will comply with our obligations imposed by the Data Protection Laws:
a. before or at the time of collecting Personal Data, we will identify the purposes for which information is being collected;
b. we will only Process Personal Data for the purposes identified;
c. we will respect your rights in relation to your Personal Data; and
d. we will implement technical and organisational measures to ensure your Personal Data is secure.
63. For any enquiries or complaints regarding data privacy, you can e-mail: firstname.lastname@example.org.
64. The Supplier does not exclude liability for: (i) any fraudulent act or omission; or (ii) for death or personal injury caused by negligence or breach of the Supplier’s other legal obligations. Subject to this, the Supplier is not liable for (i) loss which was not reasonably foreseeable to both parties at the time when the Contract was made, or (ii) loss (eg loss of profit) to the Customer’s business, trade, craft or profession which would not be suffered by a Consumer – because the Supplier believes the Customer is not buying the Goods wholly or mainly for its business, trade, craft or profession.
Governing law, jurisdiction and complaints
65. The Contract (including any non-contractual matters) is governed by the law of England and Wales.
66. Disputes can be submitted to the jurisdiction of the courts of England and Wales or, where the Customer lives in Scotland or Northern Ireland, in the courts of respectively Scotland or Northern Ireland.
67. We try to avoid any dispute, so we deal with complaints in the following way: We will aim to respond with an appropriate solution within 5 working days.
Model cancellation Form
To CFC, Kemp House, 160 City Road, EC1V 2NX, London, UK Email address: < email@example.com >
I/We[*] hereby give notice
that I/We [*] cancel my/our [*]contract of sale of the following goods [*] / [for the supply of the following service [*],
Ordered on [*] __________________________________________
received on [*]__________________________________________ (date received)
Name of consumer(s):
Address of consumer(s):
Signature of consumer(s) (only if this form is notified on paper)
[*] Delete as appropriate.
This is an agreement between CFC TREE & FOREST FOUNDATION (“CFC”) and You. What we will refer to after this as the “Agreement” includes this document headed “CFC Member Agreement” and also any policies, guidelines and amendments that may be incorporated into this CFC Member Agreement or presented to You from time to time. This Agreement describes the terms and conditions on which CFC offers You participation in CFC’s video uploading and membership services (the “CFC Membership Program” as further described below). “You” (and “Your”, as applicable) means the person or entity identified in the registration form submitted.
PLEASE READ THIS AGREEMENT CAREFULLY. This Agreement sets forth the legally binding terms and conditions for Your participation in the CFC Membership Program. By registering, clicking “I Agree” or otherwise participating in the CFC Membership Program, You represent to CFC that You are at least eighteen (18) years of age or otherwise capable of entering into and performing legal agreements, and that You agree to be bound by the following terms and conditions. If You register on behalf of a business, You represent to CFC that You have the authority to bind that business and Your acceptance of this Agreement will be treated as acceptance by that business. In that event, “You” and “Your” will refer to that business in this Agreement. If You do not accept this Agreement in full, please do not register for or participate in the CFC Membership Program.
With this in mind, You agree to and acknowledge the following:
CFC develops and maintains a network of including, but not limited to, video content creators, photos, articles and commentaries in regard to forestry, ecology, environmentalism and related fields.
2. The CFC Membership Program
The CFC Membership Program permits You to participate in, use and/or obtain access to CFC Products/Services with a Free Account.
The Free Account allows You to do the following: Participate as a content creator, by creating and submitting video and other content on CFC. After this, we refer to anyone who participates in this way as a “Content Provider”; Participation as a member of CFC, by submitting reviews, communicating with other CFC Membership Program members and sharing or submitting other information (we refer to anyone who participates in this way as a “Community Member”); Access to certain CFC applications, software and related services; and; Access to trial features, products and services (“Trial Features”).
Anyone who provides content to CFC is a “Content Provider” and Your use of or access to certain features of the CFC Membership Program may require You to agree with and accept additional terms and conditions. If there is a conflict between this Agreement and any additional terms and conditions of use posted for a specific feature, those additional terms and conditions shall have precedence with respect to Your use of or access to that feature.
To Participate, You must register online with the CFC Tree & Forest Foundation and the particular Websites and create a unique, password-protected account (“Account”). You will be responsible for safeguarding Your password. You also take full responsibility for any actions under Your password and Account, whether authorized by You or not. You are responsible for keeping Your Account information current. You acknowledge and agree that CFC will have no responsibility or liability, directly or indirectly, for failure to deliver notices that result from inaccurate Account information.
CFC, at any time and from time to time, may modify this Agreement and the Policies, or may modify, suspend or discontinue, temporarily or permanently, the CFC Membership Program (or any parts thereof). Modifications to this Agreement and Policies will be posted on the CFC Site or made in compliance with any notice requirements set forth in this Agreement. Modifications to the CFC Membership Program will be effective upon posting to the CFC Site. You agree that CFC shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Agreement, the Policies, or the CFC Membership Program. By continuing to Participate after CFC has posted any such modifications or provided any required notices, You agree to be bound by the modifications. Please review this Agreement and the Policies regularly so that You will be apprised of any modifications. If any modification is not acceptable to You, Your only recourse is to cease Participation.
To remain eligible for Participation, You must at all times comply with the terms and conditions of this Agreement and all Policies. CFC reserves the right to refuse Participation to any applicant or participant at any time in its sole discretion.
If You register to Participate, You may communicate with CFC and other Account holders, post or publish comments or rating features regarding video and photography content, CFC products or the CFC Membership Program in, as may be made available at CFC’s complete discretion, a discussion group, webcam chat area, bulletin board, feedback area, news group, email functionality or other communication feature “Member Comments”. You are solely responsible for all Member Comments You transmit or submit to CFC or through the CFC Membership Program, whether created by or for You, including but not limited to websites and content proximately reachable from such Member Comments. CFC disclaims all liability relating to Your Member Comments. As more fully set forth in Section 15 (“Representations and Warranties”), You may not submit any Member Comments that contain any sexually suggestive, pornographic, infringing, hate-related, violent or illegal content.
You are solely responsible for all video content You transmit or submit to CFC, whether created by or for You, including but not limited to graphics, music, sound, images, files, photos, animation, artwork, text, data, information, messages, hypertext links, scripts or other material (collectively, “Video Content”). CFC disclaims all liability relating to Your Video Content. As more fully set forth in Section 15 (“Representations and Warranties”), You may not submit Video Content that contains any pornographic, infringing, hate-related, violent or illegal content.
You agree and accept that CFC may, in its sole discretion, and without liability:
reject, suspend access to or remove any of Your Video Content from its websites at any time that CFC deems it, in its sole discretion, unsuitable for CFC;
modify any metadata You submit with Your Video Content, including without limitation meta tags, age rating, descriptive language, search terms, category and keyword modifiers.
In connection with CFC’s marketing, distribution and provision of the CFC Membership Program as contemplated herein, You permit CFC, as further described in Section 10, to:
host, index and cache Your Video Content;
tag Your Video Content with information that will be used by CFC to identity it as Your Video Content; and
engage in such further actions regarding Your Video Content as may be necessary or appropriate in order to effect the purposes of the CFC Membership Program.
During the term of this Agreement You may request that CFC remove any or all of Your Video Content from CFC. However, You acknowledge and agree that CFC shall have no obligation to attempt to remove from distribution any of Your Video Content that is otherwise publicly available through the Internet or other publicly accessible medium.
In the event that CFC fails to promptly remove such requested Video Content from CFC after Your request for removal, CFC shall not be liable to You for damages or charges of any kind in an amount greater than ten pounds (£10). For the avoidance of doubt, the Creative Commons BY-NC-ND License (defined below) that You have granted in Section 9(g) (“Content Providers: Your Irrevocable Non-Commercial Distribution License”) herein shall remain in effect for this purpose only.
You agree and accept that CFC, upon request of the applicable Content Providers or in its sole discretion, may add or remove from CFC any or all Video Content at any time.
You agree that You will not:
use or launch any automated system, including without limitation, “robots”, “spiders” or “offline readers” to generate artificial views of Video Content, or to otherwise access the CFC Site in a manner that sends more request messages to the CFC servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
modify any specifications, technology or application codes, unless expressly authorized in writing by CFC.
Some Trial Features may be made available on an as-is basis only, which will be marked as such. Your use of the Trial Features is at Your own risk. All information relating to the Trial Features will be treated as “confidential” in accordance with Section 14 (“Confidential Information”).
7. Participation at Your Own Risk
Your Participation is at Your own risk. Although the CFC Membership Program enables users to connect and share Video Content and Member Comments with one another and with end users or viewers, CFC has no responsibility to control or monitor any information or exchanges between or among users. CFC does not control the Video Content or Member Comments made available through the CFC. Some people may find Video Content and Member Comments objectionable, inappropriate or offensive. CFC does not control or guarantee, nor is CFC responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any Video Content and Member Comments. CFC assumes no responsibility for monitoring any Video Content and Member Comments or conduct during Participation. If CFC chooses, at any time in its sole discretion, to monitor (in whole or in part) Video Content and Member Comments or conduct during Participation, CFC nonetheless assumes no responsibility for Video Content and Member Comments, no obligation to modify or remove any Video Content and Member Comments and no responsibility for conduct during Participation. You agree that CFC has no responsibility or liability for the deletion or failure to store, maintain or transmit any Video Content and Member Comments.
9. Proprietary Rights & Licenses
(a) CFC’s Ownership Rights. CFC and its licensors own all rights, title and interest, including without limitation all worldwide intellectual property rights in CFC and the CFC Membership Program, and all such rights to all derivative works or enhancements of, in and to, or relating to, CFC and the CFC Membership Program. By entering into this Agreement or by Your Participation, You will not acquire any intellectual property or similar rights in CFC, the CFC Membership Program or related products and services. You agree You will not (i) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the CFC, the CFC Membership Program or related products and services; or (ii) use CFC’s name, logo, trademark, trade names or service marks except as expressly permitted in this Agreement without CFC’s prior written consent.
(b) Your Ownership Rights. Subject to the licenses You are granting in this Agreement, You retain all right, title and interest, including without limitation all worldwide intellectual property rights, in and to Your Video Content that is submitted, posted or displayed by You on or through CFC and the CFC Membership Program. CFC shall not acquire any right, title or interest in or to such Video Content, except as provided herein. Any rights not granted by You herein are deemed retained by You. As more fully described in Section 12 (“Term and Termination”), You have the right to terminate this Agreement and revoke certain licenses You are granting in this Agreement, with respect to all Video Content You provide or with respect to particular works You provide. If You choose to revoke any of Your revocable licenses, CFC will use commercially reasonable efforts to remove Your Video Content from the CFC Site reasonably promptly upon receipt of Your notice of revocation. You acknowledge that You are aware that CFC has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that CFC assumes no responsibility for controlling or monitoring such intellectual property rights. In addition, CFC is not responsible for enforcing Your intellectual property or for suing or taking other legal action against infringers who fail to cease using Your Video Content upon revocation. You or a third party licensor, as appropriate, are responsible for protecting Your intellectual property rights. CFC may, at its discretion, choose to assist You in connection with protecting or enforcing Your intellectual property rights in a particular instance; in such event, this does not mean that CFC has an obligation to do so in any other instance and this does not mean that CFC has an obligation to effectively protect or enforce Your intellectual property rights.
(c) CFC’s Trademark License to You. During the term of this Agreement, and subject to Your compliance with the terms and conditions of this Agreement, You will have the right to use the trade names, trademarks, logos and designations in or associated with the CFC Network (the “CFC Marks”) solely for purposes of identifying CFC and solely in connection with Your permitted activities under this Agreement. You agree that the CFC Marks and all associated goodwill are and will remain the sole property of CFC, that any goodwill generated as a result of Your licensed use of CFC Marks belongs exclusively to CFC and inures solely to the benefit of CFC, and that Your use of CFC Marks is subject to CFC’s control of the quality of any products or services with respect to which You may be authorized to use CFC Marks.
(d) Your Member Comments License to CFC. By uploading, submitting, emailing, posting, publishing or otherwise transmitting any Member Comments, You hereby grant (or warrant that the owner of such rights has expressly granted) CFC a worldwide, royalty-free, non-exclusive, sublicensable, transferable, perpetual and irrevocable right and license to use, reproduce, modify, adapt, create derivative works of, perform, display, distribute, publish and transmit such Member Comments in any form, medium or technology now known or later developed. You warrant that any Member Comments You submit do not infringe upon any rights, including intellectual property rights, of any other parties. In addition, You warrant that all so-called moral rights in the Member Comments have been waived.
(e) Your Revocable Limited License to CFC. In order to allow CFC to post Your Video Content on CFC, You hereby grant (or warrant that the owner of such rights has expressly granted) to CFC a worldwide, revocable, non-exclusive, sublicensable and transferable, limited right and license to use, reproduce, modify and adapt, excerpt, publish, transmit, publicly perform, display, reference, store, host, index and cache, in any form, medium or technology now known or later developed, any Video Content, Member Comments, or materials You submit to CFC, in whole or in part, whether created by or for You, by any method, in any and all media and through any media distribution channels, whether currently existing or hereafter developed. You understand that Your revocable limited license to CFC includes Your grant to CFC of the right to create, display and distribute (as set forth more fully in the previous sentence) a derivative work based on Your Video Content, which derivative work is comprised either solely of Your Video Content as adapted to include CFC’s computer software, to identity Your submission as Your Video Content, and to effect related functions or to include Your Video Content as part of a compilation project for broadcast on CFC or through an affiliate. (After this we refer to the aforementioned derivative work as “Your CFC Modified Video Content”). CFC’s rights, with respect to Your CFC Modified Video Content, are limited to its rights set forth in this Agreement, and CFC expressly waives and disclaims, with respect to You, any other rights it might otherwise hold to Your CFC Modified Video Content under copyright law. As more fully described in Section 12 (“Term and Termination”), this license will terminate: (i) with respect to any Video Content that You have requested be removed in accordance with Section 6 (“Participation”); and (ii) upon termination of the Agreement in accordance with Section 12 (“Term and Termination”).
(f) Your Revocable Commercial Distribution License to CFC. In order to allow CFC to distribute Your CFC Modified Video Content on CFC or its affliates, You hereby grant (or warrant that the owner of such rights has expressly granted) to CFC a limited, revocable right to use, reproduce, publicly perform, distribute, adapt, and display Your CFC Modified Video Content for purposes contemplated by this Agreement and to engage in such further actions relating to and in connection with Your Video Content as may be necessary or appropriate in order to effect the purposes of CFC.
(g) Your Irrevocable Non-Commercial Distribution License. You hereby grant (or warrant that the owner of such rights has expressly granted) to any persons or entities who want to use Your CFC Modified Video Content in a manner not intended for commercial advantage or private monetary compensation, a right to use, reproduce, publicly perform, distribute and display Your CFC Modified Video Content for non-commercial purposes pursuant to the terms and conditions of the Creative Commons “Attribution-NonCommercial-NoDerivs 2.5” license located at http://creativecommons.org/licenses/by-nc-nd/2.5/legalcode (the “Creative Commons BY-NC-ND License”). Insofar as CFC holds any rights to Your CFC Modified Video Content pursuant to Section 9(e) of this Agreement, CFC also grants the rights stated in this paragraph to such persons or entities pursuant to the Creative Commons BY-NC-ND License.
(h) Your Information. You authorize CFC to use, as applicable to Your Participation, Your Video Content, name, likeness, trademarks, service marks, trade names, proprietary logos, domain names, usage statistics and any other source or business identifiers (collectively, “Your Information”) in presentations, as a feature on CFC, advertising and marketing materials, press releases, customer lists and financial reports, in connection with CFC’s marketing, publicity, distribution and provision of the CFC Membership Program. You also grant CFC a non-exclusive license to index and cache Your Information and any portion thereof, by manual or automated means (including with web spiders and crawlers), for purposes of promoting, providing and improving CFC and the CFC Membership Program and for soliciting other distributors, publishers, creators and advertisers to use CFC and Participate. You acknowledge and agree: (i) that You understand that You may provide, and CFC may collect, Your Information during Your Participation; and (ii) that Your Information may be shared with CFC’s affiliates, business partners, sponsors, advertisers, employees, customers and distribution partners.
(i) No Endorsement; No Publicity. CFC does not endorse, verify, evaluate or guarantee any information or Video Content or Member Comments provided by users, including You, and nothing shall be considered as an endorsement, verification or guarantee of any information or Video Content or photographs or Member Comments. You shall not create or distribute information, including but not limited to advertisements, press releases or other marketing materials, or include links to any sites which offer such information, (i) containing or suggesting an endorsement by CFC of You or Your Video Content or Member Comments; or (ii) relating to this Agreement, without the prior review and written approval of CFC. Notwithstanding the foregoing, You may accurately disclose and describe Your Participation and Your Video Content or Member Comments (for example, describing and promoting Your Video Content on Your blog or in emails).
(j) Reserved Rights. You will not attempt to modify, prepare derivative works from, translate, adapt, edit, decompile, disassemble or reverse engineer any specifications, technology, applications or software programs provided or made accessible to You or used by CFC in connection with the CFC Membership Program in any way, unless expressly authorized in writing by CFC. CFC may modify the format and look and feel of CFC Membership Program from time to time. Excluding Your Video Content, You agree to assign and hereby do assign to CFC and its licensors (as applicable) all right, title and interest in and to any part of the CFC Membership Program that You may have or acquire during Your Participation. You warrant that all so-called moral rights You may have in CFC or CFC Membership Program are hereby waived. You will not delete, remove, obscure or in any manner alter the copyright, trademark, license or other proprietary rights notices affixed to or contained in CFC or CFC Membership Program. Any rights not expressly granted herein are deemed withheld.
10. Adult Content
You will not use CFC or CFC Membership Program for any purpose or in any manner to display, post or make available any explicit, graphic sexual, pornographic or erotic material nor upload, email, post, publish, distribute, transmit, submit or otherwise make available through CFC or CFC Membership Program any Video Content or Member Comments, that is of an explicit, graphic sexual, pornographic or erotic nature (“Adult Content”). Examples of content that CFC, in its sole discretion, considers to be Adult Content include, but are not limited to material that is pornographic, obscene, indecent or profane in its use of sexual language or description or depictions of sexual acts. If CFC finds Video Content that it determines, in its sole discretion, contains Adult Content, CFC may, without notice, remove or block access to such Video Content. CFC reserves the right to suspend or cancel at any time and without notice Your Account, that CFC, in its sole discretion, determines to be in violation of this Section. CFC will take all appropriate steps with Video Content that CFC believes violates applicable laws, including cooperation with any law enforcement investigation. If You see content that You believe is Adult Content or is in violation of law or this Section, You should contact CFC immediately.
11. Copyright Infringement
You will not use CFC or CFC Membership Program for any purpose or in any manner that infringes the copyrights of any third party, nor will You upload, email, post, publish, distribute, transmit, submit or otherwise make available through CFC or CFC Membership Program any content, that infringes the copyrighted works or violates the intellectual property rights of any third party. In accordance with the Digital Millennium Copyright Act of 1998 (the “DMCA”) (an internationally acknowledged standard, but the text of which may be found on the U.S. Copyright Office website at “http://lcweb.loc.gov/copyright/“), it is CFC’s policy to respond to notices of any actual or alleged infringement that are reported to CFC’s “Designated Copyright Agent” and that comply with the requirements set out in the DMCA. It is CFC’s policy to terminate the Accounts of users of repeat infringers or of users repeatedly charged with infringement, in appropriate circumstances. If You believe that a work has been copied in a way that constitutes copyright infringement, You should send a notice of infringement to CFC’s Designated Copyright Agent (firstname.lastname@example.org/).
12. Term and Termination
(a) Termination. CFC may immediately terminate this Agreement, or cancel the CFC Membership Program, for any reason at any time. You may terminate this Agreement at any time by disabling Your Account or providing notice to CFC as set forth in Section 13 (“Notifications”).
(b) Effect of Termination.
General. Upon termination or expiration of this Agreement, Your right to Participate will automatically terminate. In the event of termination, Your Account will be disabled and You may not be granted access to Your Account or any files or other content contained in Your Account although residual copies of information may remain in the CFC Membership Program system. Upon termination: (i) all licenses granted to You hereunder will immediately terminate; and (ii) You will promptly destroy all copies of related CFC products in Your possession or control. Upon termination, CFC may continue to use any user analytics collected hereunder for solely internal (including archival) purposes, and all related licenses You have granted CFC shall remain in effect for this purpose only. In the event that this Agreement or the CFC Membership Program expires or is terminated, CFC shall not be obligated to return any materials to You.
Content Providers. Although CFC will use commercially reasonable efforts to ensure Your Video Content is removed from the CFC Site reasonably promptly following termination, CFC shall have no obligation to remove any of Your Video Content that is otherwise publicly available through the Internet or other publicly accessible medium. In the event that CFC does not promptly remove Your Video Content from CFC through inadvertence or other error, CFC shall not be liable to You for damages or charges of any kind.
(c) Survival. The rights and obligations contained in Section 9(a) (“CFC’s Ownership Rights”) and 9(b) (“Your Ownership Rights”), Section 9(f) (“Content Providers: Your Irrevocable Non-Commercial Distribution License”), Section 12(b) (“Effect of Termination”), Section 12(c) (“Survival”), Section 14 (“Confidential Information”), Section 17 (“Indemnity”), Section 18 (“Warranty Disclaimers”), Section 19 (“Limitation of Liability”) and Section 20 (“General”) of this Agreement will survive termination or expiration of this Agreement for any reason.
CFC may provide notices to You by email to the email address specified in Your Account, by posting a message to Your Account interface or by posting a message to CFC, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages to Your Account interface or on CFC). Any notices to CFC must be sent either: (i) via first class or air mail or overnight courier to CFC, Membership Program, Kemp House, City Road, 160 EC1V2NX London United Kingdom and are deemed served upon receipt.
14. Confidential Information
During the term of this Agreement, You may receive confidential information from CFC related to Your Participation. Except as expressly authorized by this Agreement or necessary for performance under this Agreement, You will use reasonable efforts to maintain the confidentiality of all such information and You will not disclose such information without the prior written consent of CFC. In no event will You use less effort to maintain the confidentiality of such information than You ordinarily use with respect to Your own confidential information. The foregoing will not restrict You from disclosing confidential information of CFC: (a) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that if You are required to make such a disclosure, You give reasonable and timely notice to CFC to contest such order or requirement; and (b) on a confidential basis to Your legal or financial advisors, or prospective acquirers or investors. Examples of CFC confidential information include without limitation: (i) all software, technology, services, algorithms, search engines and search indices, programming, specifications, materials, guidelines and documentation relating to the CFC Products and the CFC Membership Program; and (iii) any other information designated in writing by CFC as “Confidential” or an equivalent designation. Confidential information does not include information that: (w) is or becomes generally known to the public through no fault of or breach of this Agreement by You; (x) is rightfully known by You at the time of disclosure without a confidentiality obligation; (y) is independently developed by You without use of CFC’s confidential information; or (z) You rightfully obtain from a third party without disclosure restrictions.
15. Representation & Warranties
(a) Your Authority. You represent and warrant to CFC that: (i) You have all requisite power and authority, corporate or otherwise, to enter into this Agreement, to conduct Yourself and Your business and to execute, deliver, and perform all of Your obligations under this Agreement; (ii) You have provided, and will continue to provide, information that is correct and current; (iii) You are the owner or the authorized agent of the owner of Your Video Content and Your Member Comments (if You are a Community Member) and have full technical and editorial control of the same; (iv) You have the right to grant the licenses granted under this Agreement; (v) Your performance under this Agreement and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or agreement, to which You are currently bound or will become bound in the future; (vi) Your performance under this Agreement will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign; and (vii) You will Participate solely for the purposes intended and expressly permitted.
(b) Your Materials. You represent and warrant that Your Video Content, Member Comments or any other information or material You submit or make available to others during Your Participation, and CFC’s use thereof pursuant to this Agreement, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not contain Adult Content; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party’s use of CFC Products or Participation in the CFC Membership Program; (v) do not promote illegal or harmful activities or substances (including without limitation activities that promote or provide instructional information about activities such as making or buying illegal weapons or substances); (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Video Content is created, displayed or accessed; (vii) do not contain any computer programming routines or viruses (including without limitation time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to or Participation in the CFC Membership Program or disable, damage or erase any portion of the Video Content or Membership Comments processed or stored therein; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.
(c) Your Actions. You represent and warrant that You will not, and will not authorize or encourage any third party to, directly or indirectly: (i) obtain any information or materials relating to CFC or the CFC Membership Program through any means not intentionally made available by CFC to You, or attempt to gain unauthorized access to CFC’s database, technology, computer systems or networks associated with CFC Products or the CFC Membership Program; or (ii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of CFC and the CFC Membership Program.
(d) Cooperation. You agree to cooperate fully with CFC to investigate any suspected or actual activity that is in breach of this Agreement. You acknowledge that any violation of this Section 15 (“Representations and Warranties”) is a material breach of this Agreement and that CFC may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your Account or termination of this Agreement, and the pursuit of all available civil or criminal remedies. CFC reserves the right to investigate, at its own discretion, any activity that CFC suspects may violate this Agreement. CFC may, as applicable, notify the authorities, suspend or cancel Your Account and/or take appropriate actions at any time without notice to You if CFC, in its sole discretion, (i) suspects that You have breached or failed to comply (in full or in part) with any provision of this Agreement or any Policies or rules established by CFC; or (ii) suspects that Your actions may be illegal or cause liability.
CFC and the CFC Membership Program may provide, or third parties may provide, links to other websites or resources. Because CFC has no control over such sites and resources, You acknowledge and agree that CFC is not responsible for the availability of such external websites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, services or other materials on or available from such websites or resources. You further acknowledge and agree that CFC shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such website or resource.
You will indemnify, defend and hold CFC and its officers, directors, employees, shareholders, successors, agents, affiliates, subsidiaries and applicable third parties (e.g., relevant content creators, advertisers, syndication partners, referral partners, service providers, licensors, licensees, consultants and contractors) (collectively, the “CFC Entities”) harmless from and against any claims, liabilities, losses, costs, damages or expenses (including reasonable attorneys’ fees and costs) directly or indirectly arising out of or in any way relating to: (i) Your gross negligence or willful misconduct; (ii) Your Video Content, Your Member Comments or any other information or material You submit during Participation; (iii) Your conduct, including Your use of CFC or any other actions related to Your Participation; (iv) any actual violation or breach of this Agreement, or allegation of such violation or breach by a third party, including breach of any representation made by You hereunder; or (v) the alleged or actual violation or infringement of any intellectual property, privacy, publicity, confidentiality or proprietary rights of any third-party as a result of any action or Participation by You (collectively, the “Claims”). You are solely responsible for defending any such Claims, and for payment of losses, costs, damages or expenses resulting from the foregoing to both a third party and to the CFC Entities. CFC shall have the right to withhold any payments due to You, if any, to offset liabilities and expenses covered hereunder. CFC shall have the right, in its sole discretion, to select its own legal counsel to defend CFC from any Claims (but by doing so shall not excuse Your indemnity obligations) and You shall be solely responsible for the payment of all CFC’s reasonable attorneys’ fees incurred in connection therewith. You shall notify CFC immediately if You become aware of any actual or potential claims, suits, actions, allegations or charges that could affect Your or CFC’s ability to fully perform their respective duties or to exercise its rights under this Agreement. You shall not, without the prior written approval of CFC, settle, dispose or enter into any proposed settlement or resolution of any Claim (whether having been finally adjudicated or otherwise) brought against You, if such settlement or resolution results in any obligation or liability for CFC.
18. Warranty Disclaimer
Your use of the CFC Products and Participation in the CFC Membership Program are at Your sole discretion and risk. CFC and the CFC Membership Program, and all materials, information, products and services included therein, are provide on an “AS IS” and “AS AVAILABLE” basis without warranties of any kind.
THE CFC ENTITIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE CFC PRODUCTS AND THE CFC MEMBERSHIP PROGRAM, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE.
The CFC Entities disclaim any warranties: (i) regarding the security, accuracy, reliability, timeliness and performance of CFC or the CFC Membership Program; (ii) regarding the goods, services, advise, information or links provided by any third party services providers, sponsors, syndicators or Community Members; (iii) that CFC or the CFC Membership Program will meet Your requirements; or (iv) that CFC or the CFC Membership Program will be error-free or that any errors will be corrected. No advice or information, whether oral or written, obtained by You from CFC or from Your Participation, shall create any warranty not expressly stated in this Agreement.
CFC assumes no responsibility for: (i) any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, any communication; and (ii) any problems or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the Internet or on CFC or the CFC Membership Program or combination thereof, including any injury or damage to You or to any person’s computer related to or resulting from Participation.
Under no circumstances shall CFC be responsible for any loss or damage, including personal injury or death, resulting from Participation, from any Video Content or Member Comments posted on or through CFC or the CFC Membership Program, or from the conduct of any users of CFC Products or Participation in the CFC Membership Program, whether online or offline.
Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply to You.
19. Limitation of Liability
THE CFC ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE CFC PRODUCTS, YOUR PARTICIPATION IN THE CFC MEMBERSHIP PROGRAM OR USE OF ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE CFC MEMBERSHIP PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT CFC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CFC’S LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO CFC FOR THE CFC PRODUCTS OR PARTICIPATION IN THE CFC MEMBERSHIP PROGRAM.
You acknowledge that CFC permits Your Participation relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain and of the allocation of risks between the parties. CFC shall have no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to CFC’s infrastructure or connectivity to the Internet, or failure of any third party distribution partner, (each a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, CFC will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.
Some states or jurisdictions do not allow the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to You.
(a) Governing Law; Arbitration. This Agreement shall be governed by and construed in accordance with the laws of England and Wales. The United Nations Convention on Contracts for the International Sale of Goods is excluded and does not apply to this Agreement. Except as expressly set forth in subsection (b) below (“Injunctive Relief”), any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be submitted to the court system of England and Wales. The arbitrator shall apply the law of England and Wales to the merits of any dispute or claim. The decision of the arbitrator shall be final and unappealable. The arbitration shall be conducted in London, England and judgment on the arbitration award may be entered in any court having jurisdiction thereof. In the event any action is brought by either party in connection with this Agreement, the substantially prevailing party will be entitled to recover from the other party all the costs, legal fees and other expenses reasonably incurred by such party. All offers, promises, conduct and statements, whether oral or written, made in the course of the arbitration by any of the parties, their agents, employees, experts and legal counsels, and by the arbitrator and any of their employees, are confidential, privileged and inadmissible for any purpose, including impeachment, in any litigation or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the arbitration.
(b) Injunctive Relief. Notwithstanding the “Governing Law; Arbitration” section above, You agree that certain breaches by You would cause irreparable injury to CFC, for which there are no adequate remedies at law, and nothing in this Section shall be deemed to prevent or delay CFC’s attempt to seek a temporary restraining order, preliminary injunction, specific performance or other interim or conservatory relief from any court having jurisdiction, without any abridgment of the power of the arbitrator, for Your breach of: (i) Section 9(a) (“CFC’s Ownership Rights”); (ii) Section 11 (“Copyright Infringement”); and (iii) Section 14 (“Confidential Information”).
(c) Assignment. You may not assign or transfer this Agreement, in whole or in part, by operation of law or otherwise, without the prior written consent of CFC. Any attempted assignment in violation of this Section will be null and void and of no force or effect. CFC may assign this Agreement freely at any time without notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
(d) Waiver; Severability. The failure to require performance of any provision shall not affect CFC’s right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Agreement constitute a waiver of any subsequent breach or default or a waiver of the provision itself. If any portion of this Agreement is found to be unenforceable, such portion will be modified to reflect the parties’ intention and only to the extent necessary to make it enforceable, and the remaining provisions of this Agreement will remain in full force and effect.
(e) Export Restrictions/Legal Compliance. You agree to comply with all United Kingdom and other applicable export laws and related restrictions and regulations, and not to directly or indirectly export, provide or otherwise make available the services and products of CFC in violation of any such export laws, unless any required prior authorizations or necessary approvals are obtained by You, at Your expense, from the applicable United Kingdom or foreign authority.
(f) Entire Agreement. This Agreement constitutes the entire and exclusive understanding and agreement between You and CFC regarding this subject matter, and supersedes any and all prior or contemporaneous agreements or understandings, written and oral, between You and CFC relating to this subject matter. You may be subject to additional terms and conditions that may apply when You use or access certain features of the CFC Membership Program.
(g) Relationship. You and CFC are independent contractors, and this Agreement, including but not limited to submission of any Video Content or Member Comments, will not, in whole or in part, establish any relationship of partnership, joint venture, employment, franchise or agency between the You and CFC. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent. Neither party is authorized to act as an agent or representative of the other or for or on behalf of the other party in any capacity other than as expressly set forth in this Agreement. Neither party shall in any manner advertise, represent or hold itself (or any of its agents) out as so acting or being authorized so to act, or incur any liabilities or obligations on behalf of, or in the name of, the other party, unless specifically provided for in this Agreement. Moreover, each party shall be solely responsible for the payment of all of its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder or in connection with the transactions contemplated hereby.
(h) Reserved Rights. CFC reserves the right to change, in whole or in part, the names, logos, presentation and display of the CFC Member Agreement and the CFC Membership Program at any time at its sole discretion.