These terms and conditions (“terms”) set out the terms upon which Emma Live Ltd (“Emma” or “we”) offers use of its online fundraising platform (the “fundraising platform”) and bidding facility (“bidding facility”) to:
- A seller of goods or services through the fundraising platform (a “seller”),
- A bidder on goods or services through the fundraising platform (a “bidder”), and
- 90 North Foundation (a “client”, or collectively a “user” or “you”) when hosting an auction for such goods or services on the fundraising platform.
Use of the fundraising platform and/or bidding facility by a user constitutes acceptance of these terms. If you do not agree to be bound by these terms, you may not use the fundraising platform.
Emma reserves the right to change these terms at any time. Amendments will take effect when posted on the website www.Emma-live.com (the “website”). The date of the terms is as stated at the top of the terms. The terms current at the start of your use will apply until that use is completed. Your continued use of the fundraising platform after any amendments to the terms shall be deemed to constitute your binding acceptance of such amendments.
4. General Terms (apply to sellers, bidders and clients)
4.1. Emma hereby grants you a non-exclusive, non-transferable, revocable right to access and use the fundraising platform. The license and use granted hereunder is subject and conditioned upon the compliance with these terms. Nothing herein shall be deemed to convey ownership rights of any type to the fundraising platform or any related software, patents or other intellectual property rights.
4.2. We have no involvement in any sale and purchase of an item between a seller, a client and a bidder, other than acting as a facilitator to (i) provide bidder with the opportunity to purchase an item, (ii) provide the seller with an opportunity to sell an item, and (iii) provide the client with an opportunity raise money. We are not a direct or indirect party to the contract of purchase and sale of an item. We are not an auctioneer and we do not offer lotteries, prize promotions or sales promotions through the fundraising platform. We do not post the items advertised to auction on the fundraising platform. You acknowledge that we: (a) are not the owner of the items being sold; (b) do not conduct any fundraising activities on behalf of any third party including, without limitation, the client or seller; (c) do not have authority to act for and are not an agent for any seller or client; (d) do not screen, monitor or assess the description, quality, safety or legality of items advertised (provided that we do reserve the ultimate right to remove an item from the fundraising platform); (e) are not responsible in any way if any items displayed and subsequently sold via the fundraising platform prove unsatisfactory. We are not responsible for ensuring that any transaction for the purchase or sale of item on fundraising platform is completed.
4.3. Any software downloaded from the website or used as part of the auction process is at your own risk and we do not accept liability for any direct or indirect loss or damage howsoever caused as a result of any computer viruses, bugs, trojan horses, worms, software bombs or other similar programs arising from your use of this website. Whilst we will do our best to ensure that the website is free from such destructive programs, it is your responsibility to take reasonable precautions to scan for such destructive programs.
4.4. The reliability and functionality of the fundraising platform is not guaranteed. You waive any and all claims you may have against Emma arising out of the performance or non-performance of the fundraising platform.
4.5. Emma makes no representations or warranties as to the merchantability of any items offered or fitness for any particular purpose. Emma makes no representations or warranties that any bidder will be able to pay for an item or any seller will be able to sell, send or ship an item. We exclude all warranties, conditions, terms, undertakings and representations of any kind, express or implied, statutory or otherwise in connection with your use of the fundraising platform to the fullest extent permitted by law. You agree, by using the fundraising platform, that you are releasing Emma from any and all liability that may otherwise arise from these terms or your use of the fundraising platform, for any and all reasons including but not limited to negligence, failure of the website, fraud committed by a third party, intentional misconduct or any other tort. Further Emma will not be liable for any direct, indirect or consequential loss or damage howsoever arising as a result of your use or reliance on your use of the fundraising platform to the maximum extent permitted by law.
4.6. Without prejudice to the generality of the foregoing, under no circumstance shall Emma’s liability in respect of your use of the fundraising platform, whether arising in contract, tort (including negligence or strict liability), or otherwise, exceed the sum of £1,000.
4.7. Notwithstanding the foregoing nothing in these terms excludes or limits liability for death or personal injury, dishonesty, fraudulent misrepresentation, statutory rights of consumers that cannot be waived or limited by contract or otherwise to the extent permitted by applicable law.
4.8. You agree to fully indemnify, defend and hold Emma harmless immediately upon demand from and against all actions, liability, claims, losses, damages, costs and expenses (including legal fees) we incur arising directly or indirectly as a result of your breach of these terms, including without limitation, any claim that you have not honoured your commitments in respect of a transaction.
4.9. Emma shall have the right to restrict or terminate your access to the fundraising platform if you breach these terms.
4.10. No failure or delay by Emma to exercise any right or remedy provided under these terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
4.11. You agree not to assign these terms or any of your rights under it, nor sub-contract any or all of your obligations under these terms.
4.12. These terms do not and are not intended to provide any person who is not a party to the terms with any rights under the contracts (rights of third parties) act 1999 or otherwise.
4.13. If any provision of these terms is or becomes to any extent invalid or unenforceable under any applicable law then the remainder of these terms shall continue in full force and effect.
4.14. These terms are governed by and shall be construed in accordance with the law of England and wales and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.