Terms and Conditions
Updated 8 April 2024
1. About our terms and conditions
1.1. These terms and conditions of use, together with any documents referred to in them (collectively the Terms), set out the terms which apply to your use of and access to our social planning and calendar management mobile application ‘Howbout’ (Howbout App) (available via both the Google Play and the Apple App Store) as well as our website (available at https://howbout.app) and any related website, subdomain or other software application operated by us (all of this together forming the Platform).
1.2. These Terms, together with our Privacy Policy and Cookie Policy, apply to you whether you are accessing the Platform as a guest or you have registered an account and tell you the information you need to know about Howbout and your use of the Platform. By accessing or using the Platform you are agreeing to comply with and be bound by these Terms, the Privacy Policy and Cookie Policy. If you do not agree to be bound by them (or any part of them) please do not use or access the Platform.
1.3. The Platform is owned and operated by Howbout Ltd (trading as Howbout), a company registered in England and Wales with company number 11962821 whose registered office is situated at Shoreditch Exchange, Senna Building, Gorsuch Place, London, England, E2 8JF (Howbout/we/us/our) and VAT registration number 326784279 . The term “you” refers to the user wishing to access and/or use the Platform.
1.4 You can contact us by emailing us at [email protected]. If we have to contact you, we will do so by writing to you at the email address or telephone number you provided us with.
IMPORTANT: IF YOU ARE A HOWBOUT USER LOCATED IN THE UNITED STATES, PLEASE READ SECTION 7 OF THESE TERMS (THE “ARBITRATION AGREEMENT”) CAREFULLY, AS IT REQUIRES YOU TO RESOLVE DISPUTES WITH HOWBOUT ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING INDIVIDUAL ARBITRATION, AND NOT BY A JURY TRIAL. BY ENTERING INTO THESE TERMS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO ALL OF THE TERMS OF THE ARBITRATION AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
2. Use of the Platform and restrictions on use
2.1. The Platform has been developed using reasonable skill and care, however you are solely responsible for all use you make of any service you use on the Platform. We permit you to use the Platform only in accordance with these Terms. Use of the Platform in any other way, including in contravention of any restriction or use set out in these Terms, is not permitted. If you do not agree with the applicable terms, you may not use the Platform. In particular and without limitation, as a condition of your use of the Platform you agree that you will not use the Platform:
2.1.(a) in any way that breaches any applicable local, national or international law or regulation;
2.1.(b) in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
2.1.(c) to impersonate or attempt to impersonate any person or entity (including without limitation by using such person’s or entity’s identifiable information);
2.1.(d) to violate, infringe, or misappropriate another person’s intellectual property, privacy, publicity, or other legal rights;
2.1.(e) in any way that may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, any other person or any animal;
2.1.(f) use unauthorised automated means to access the Platform or otherwise gain unauthorised access to the Platform or to any account or computer system connected to the Platform;
2.1.(g) to ‘harvest,’ ‘scrape’ or collect information from the Platform using an automated software tool or manually on a mass basis. This includes, for example, information about other Registered Users;
2.1.(h) to transmit, or procure the sending of, any unsolicited or unauthorised advertising or promotional material or any other form of similar solicitation (spam);
2.1.(i) to knowingly transmit any data, send or upload any material that contains viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software or hardware;
2.1.(j) to knowingly transmit any data, send or upload any material that contains abusive, derogatory, racist or inappropriate content to another user;
2.1.(k) not to use the Platform for any purpose that is prohibited by these Terms; and
2.1.(l) not to use the Platform in excess of objectively reasonable usage limits, for example not to use the Platform in a way that places undue strain on the Platform’s underlying technical infrastructure or in a way that could prevent the proper use of the Platform by other users.
2.2. You should only use the Platform for your own personal purposes.
2.3. You agree that your use of the Platform is at your own risk. Although we try to ensure that the information available on the Platform is accurate and up-to-date, we cannot and do not guarantee the accuracy or completeness of any information available on the Platform. Howbout is not liable for any inaccuracy or omission concerning any information provided on the Platform.
2.4. The Platform is intended for use by persons aged 13 years and over. By downloading Howbout you are affirming that you are aged 13 years or over or that that you have obtained parental or legal guardian consent, and are fully able and competent to accept and comply with these Terms.
3. Your Howbout Account
3.1. If you want to use certain features of the Platform you will have to create a user account (an Account) via the Platform.
3.2. It is important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you do not, we may not be able to make the Platform and our services available to you and we might even have to suspend or terminate your Account.
3.3. If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures (Account Information), you must treat such Account Information as confidential and you must not disclose it to any third party. Please ensure you are protecting the confidentiality of your account password when you register on the Platform. You are responsible for any use or misuse of your Account or Account Information. We are not liable for any loss or damage arising from your failure to protect your password or Account Information.
3.4. You should not use another person’s Account without their permission. If you know or suspect that anyone other than you knows your Account Information, or has accessed your Account without your permission, you should promptly notify us on [email protected].
3.5. We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our opinion you have failed to comply with any of the provisions of these Terms.
4. Adding friends
4.1. Our Platform allows registered users who have an Account with us (the Registered Users) to connect (become Friends) with another Registered User of the Platform through the Platform or to a non-Howbout user (an External Individual) through a link via other communication platforms, for example, by SMS text message (an External Invitation).
4.2. You must be a Registered User of the Platform in order to send a friend request to another Registered User or to an External Individual.
4.3. When you send a Howbout friend request as an External Invitation to an External Individual you are authorising Howbout to contact the relevant person(s), using contact details you have provided, to notify them that you are inviting them to connect with you through the Platform.
5. Sharing Calendars and Availability
5.1. Our Platform allows Registered Users to integrate third-party calendars into their Howbout calendar, which will be displayed on their Howbout calendar as a different colour. You are in full control over which specific third-party calendars you can ‘view’ yourself, and which – if any – are being ‘shared’ as part of Availability or Calendar sharing (explained in more detail below).
5.2. Registered Users can share their “Availability” with any or all of their Howbout friends. This allows your selected friends to see your availability (i.e. whether you are “busy”, “maybe busy” or “free”) at a specific or range of date(s) and time(s) when those friends are selecting a date for a Plan (the “Set date” option) or trying to find a time that everyone’s free for the Plan (the “Smart find” option). You have the ability to choose whether any of your integrated third-party calendars should also be included within your Availability. Please note that those Registered Users to whom you have shared your Availability will only be able to see if you are “busy”, “maybe busy” or “free” and no other information will be shared. When you connect with a new Howbout friend, Availability is shared by default; however, as soon as you are connected you will be shown your new friend’s profile from which you can easily decide to instead share your Calendar or not to share any calendar or availability information at all. When sharing your Availability, please ensure that you are only sharing information through your Howbout calendar that you want your Howbout friends to be able to determine your availability from.
5.3. On top of sharing their Availability, Registered Users can share their “Calendar” with any or all of their Howbout friends. This allows those friends to see your Howbout calendar, and any integrated third-party calendars you choose to share, except Plans you have marked as “Secret” or your Reminders (which are never shared). To clarify, if for example you choose to share your integrated work calendar, those Howbout friends you have shared your Calendar with will see the events in that work calendar. Sharing your calendar with a Howbout friend will also share your availability with that friend (i.e. they’ll be able to see whether you are “busy”, “maybe busy” or “free” at a specific or range of date(s) and time(s) when they’re selecting a date for a Plan (the “Set date” option) or trying to find a time that you’re free for the Plan (the “Smart find” option). You may remove any integrated third-party calendars or un-share your Calendar at any time.
5.4. You must be a Registered User of the Platform in order to share your Howbout calendar or have another Registered User’s Howbout calendar shared with you. Please ensure that you are only sharing information through your Howbout calendar that you want other Registered Users to view. Each Registered User is solely responsible for the accuracy of their Howbout calendar and ensuring that they are authorised to integrate third-party calendars and share information contained within those calendars on their Howbout calendar. Although we reserve the right to do so, we shall not be obliged to monitor or approve, and shall not be responsible or liable in any way for, any information or content contained in any Howbout Calendar.
6. Organising Events
6.1. Our Platform allows Registered Users to arrange activities, events and other meet-ups (either as a Plan or Reminder on the Platform) (each an Event) and share these Events with other selected individuals. You must be a Registered User in order to create and send Events.
6.2. Once you have created an Event through the Platform as an organiser (the Organiser), you can use the Platform to invite others (each an Invitee) to participate in that Event by sending an invitation to the Invitee(s) either through the Platform or as an External Invitation. Invitees may or may not also be Registered Users.
6.3. Each Event has its own specific in-built instant-communication chat (Event Chat), over which words, photos, videos, documents and other digital media information can be sent and received, which only that specific Event’s Invitees will be able to view and respond to. Invitees invited via an External Invitation must first become a Registered User before they can view and respond to chat messages.
6.4. When you send an Invitation as an External Invitation you are authorising Howbout to contact the relevant Invitee(s), using contact details you have provided, to notify them that you are inviting them to join your Event.
6.5. Creating an Event through the Platform does not give rise to any legal obligation or commitment on the part of Howbout, the Organiser or the Invitee(s) to facilitate and/or participate in that Event.
6.6. The Organiser and Event Invitees are solely responsible for all information, content and details contained within an Event. Although we reserve the right to do so, we shall not be obliged to monitor or approve, and shall not be responsible or liable in any way for, any such information, content or details contained within an Event or the Event Chat.
6.7. Any specific reservation(s), booking(s) or other arrangement(s) that are required to facilitate an Event shall be the sole responsibility of the Organiser and/or the Invitees (as applicable) and Howbout will not be responsible or liable in any way, whether to the Organiser, the Invitee(s) or to any third party, for:
6.7.(a) making, facilitating or confirming any such reservation(s), booking(s) or other arrangement(s);
6.7.(b) any failure of the Organiser, the Invitee(s) and/or any third party to reserve, book, arrange, facilitate, attend or otherwise participate in an Event; or
6.7.(c) any costs or expenses associated with any Event.
7. FOR UNITED STATES HOWBOUT USERS ONLY: DISPUTE RESOLUTION; ARBITRATION AGREEMENT; CLASS ACTION AND JURY TRIAL WAIVER.
BY AGREEING TO THE TERMS, YOU AGREE THAT YOU ARE REQUIRED TO RESOLVE ANY CLAIM THAT YOU MAY HAVE AGAINST HOWBOUT ON AN INDIVIDUAL BASIS IN ARBITRATION, AS SET FORTH IN THIS ARBITRATION AGREEMENT. THIS WILL PRECLUDE YOU FROM BRINGING ANY CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION AGAINST HOWBOUT, AND ALSO PRECLUDE YOU FROM PARTICIPATING IN OR RECOVERING RELIEF UNDER ANY CURRENT OR FUTURE CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED ACTION BROUGHT AGAINST HOWBOUT BY SOMEONE ELSE.
INITIAL DISPUTE RESOLUTION AND NOTIFICATION. You and Howbout agree that, prior to initiating an arbitration or other legal proceeding, you and Howbout will attempt to negotiate an informal resolution of the Dispute (as defined below). To begin this process, and before initiating any arbitration or legal proceeding against Howbout, you must send a Notice of Dispute (“Notice”) by certified mail to the attention of Howbout’s Legal Department at the postal address set out in Section 20(h) below. For purposes of these Terms, initiating an arbitration means filing an arbitration demand (“Demand”).
Your Notice to Howbout must contain all of the following information: (1) your full name, address, and relationship to Howbout; (2) a detailed description of the nature and basis of the Dispute; (3) a description of the relief you want, including any money damages you request; and (4) your signature verifying the accuracy of the Notice and, if you are represented by counsel, authorizing Howbout to disclose information about you to your attorney.
After receipt of your Notice, you and Howbout shall engage in a good-faith effort to resolve the dispute for a period of 60 days, which both sides may extend by written agreement (“Informal Dispute Resolution Period”). During the Informal Dispute Resolution Period, neither you nor Howbout may initiate an arbitration or other legal proceeding.
If the Dispute is not resolved during the Informal Dispute Resolution Period, either party may initiate an individual arbitration as provided below, except for Disputes (i) that may be brought in an individual action in small claims court, or (ii) that relate to the ownership or enforcement of intellectual property rights. In addition, you and Howbout each retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. In any such case, your waiver of the right to a jury trial and the class action waiver set forth in this Arbitration Agreement shall continue to apply.
“Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and Howbout concerning the Website or Terms, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and Howbout empower the Arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these Terms or the formation of this contract, including the arbitrability of any dispute and any claim that all or any part of the Terms are void or voidable.
CLASS ACTION AND JURY TRIAL WAIVERS. BY ENTERING INTO THE TERMS, YOU AND HOWBOUT EACH EXPRESSLY WAIVE THE RIGHT TO A TRIAL BY JURY. ADDITIONALLY, YOU AND HOWBOUT AGREE THAT EACH MAY ONLY BRING CLAIMS AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY AND THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED OR LITIGATED IN ANY PURPORTED CLASS, JOINT, COLLECTIVE, REPRESENTATIVE, OR CONSOLIDATED PROCEEDING OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY OR ON BEHALF OF THE GENERAL PUBLIC, OTHER USERS, OR ANY OTHER PERSONS. As such, you and Howbout acknowledge and agree that each waives any right to participation as a plaintiff or a class member in a class action litigation or arbitration, or in any other collective or consolidated action, with respect to these terms. Neither you nor Howbout may be a representative of any other potential claimants or class of potential claimants in any such dispute, nor may two or more users’ disputes be consolidated or otherwise determined in one proceeding. This will also preclude you and Howbout from participating in or recovering relief under any current or future class, joint, collective, representative, or consolidated action brought by someone else.
7.1 Rules and Governing Law. The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules, the Supplementary Procedures for Consumer Related Disputes, and/or the Supplementary Rules for Multiple Case Filings (“AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org or by calling the AAA at 1-800-778-7879.
Notwithstanding any choice of law or other provision in the Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state and foreign laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the State of New York.
7.2 Initiating Arbitration. A party who desires to initiate arbitration must provide the other party with a written Demand as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879.) The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the State of New York and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the proposed list of arbitrators by the AAA, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
7.3 Location and Procedures. If the claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Howbout submit to the Arbitrator, unless you request a hearing and the Arbitrator determines that a hearing is necessary. If the claim exceeds $10,000, arbitration may be conducted in person, through the submission of documents, by phone, or online, and your right to a hearing will be determined by the AAA Rules. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in New York or in another jurisdiction to which you and Howbout agree in writing; provided, however, that if circumstances prevent you from traveling to New York, the AAA may hold an in-person hearing in the state where you reside. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
7.4 Arbitrator’s Decision. The Arbitrator will render a written award within the time frame specified in the AAA Rules and shall provide a written decision with a statement of reasons if requested by either party. The Arbitrator may award declaratory or injunctive relief, but only in favor of the individual claimant, and only to the extent necessary to provide relief warranted by the claimant's individual claim. The Arbitrator shall not have authority to entertain any claim on behalf of a person who is not a named party, nor shall the Arbitrator have authority to make any award for the benefit of, or against, any person who is not a named party. The Arbitrator’s decision shall be final and binding on all parties. The Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect.
You and Howbout agree to submit to the exclusive jurisdiction of the federal or state courts located in New York in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
7.5 Procedures for Multiple Case Filings. YOU AND HOWBOUT AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF US IS WAIVING THE RIGHT TO BRING OR PARTICIPATE IN AN ARBITRATION INVOLVING MULTIPLE CASE FILINGS. Howbout’s receipt of twenty-five or more similar Demands for Arbitration (including yours) where representation of the parties is consistent or coordinated across claims (“Multiple Case Filing”) shall be subject to the additional procedures set forth below. Demands included in a Multiple Case Filing may proceed only in accordance with the procedures set out below, and subject to the AAA Supplementary Rules for Multiple Case Filings (“AAA Multiple Case Filing Rules”) to the extent not contrary to the terms of this Arbitration Agreement. If a court determines that this Section 2(E) is not enforceable as to your Demand, then your claim may only proceed individually in court consistent with these Terms.
7.5(a) Batching: You and Howbout agree that your and other individuals’ Demands deemed by Howbout to be a Multiple Case Filing may be filed with AAA in batches of no greater than 50 individuals’ claims at one time, with 25 claims (or half of the total number of claims in a batch, if less than 50) selected by counsel for you and other claimants and 25 claims (or half of the total number of claims in a batch, if less than 50) selected by Howbout. After your claim is batched and permitted to be filed as a Demand with the AAA, you and Howbout agree that selection and appointment of one or more Arbitrators for your Demand shall be governed by the AAA Multiple Case Filing Rules.
7.5(b) First (Bellwether) Batch: The first batch of up to 50 Demands are the Bellwether Arbitrations. If your Demand is included in the Bellwether Arbitrations, you and Howbout shall cooperate with the Arbitrator(s) assigned to your arbitration to resolve your claim within 120 days of the initial pre-hearing conference.
7.5(c) Stay of Filing of Other Demands: If your Demand is not among those selected for the Bellwether Arbitrations, your Demand cannot be filed until it is assigned to a batch and authorized to be filed in a later stage of this process. No arbitration fees will be assessed on you or Howbout in connection with your Demand unless and until it is assigned to a batch and authorized to be filed with AAA.
7.5(d) Mediation: After the Bellwether Arbitrations are completed, if your Demand remains unresolved, you and Howbout agree to mediate your claim along with any other unresolved claims included in the Multiple Case Filing (“Global Mediation”). The mediator will be selected according to the procedure set forth in the applicable AAA mediation procedures, and Howbout will pay the mediator’s fees. The Global Mediation shall be completed within 120 days of the selection of a mediator, unless extended by written agreement between you and Howbout.
7.5(e) Election To Proceed in Court: If Global Mediation is not successful in resolving your claim, and 100 or more claims included in the Multiple Case Filing remain unresolved, you or Howbout may opt out of arbitration and elect to have your claim resolved in court consistent with Section 20(c) of these Terms. You or Howbout must exercise this election within 45 days of the completion of Global Mediation.
7.5(f) Sequential Arbitration of Remaining Batches: If neither you nor Howbout opt out of arbitration, another batch of no greater than 50 individuals’ Demands will be selected from the Multiple Case Filing, with 25 claims (or half of the total number of claims in a batch, if less than 50) selected by counsel for claimants and 25 claims (or half of the total number of claims in a batch, if less than 50) selected by Howbout. If your Demand is included in this next batch of 50 claims, your Demand will be filed with AAA, and you and Howbout shall cooperate with the Arbitrator assigned to your arbitration to resolve your claim within 120 days of the initial pre-hearing conference. The process of batching up to 50 individual claims at a time will continue until the parties resolve all claims included in the Multiple Case Filing. No unbatched Demand can proceed to arbitration until the previous batch has been resolved.
7.5(g) Tolling: For any claim subject to these Multiple Case Filing procedures, any statute of limitations applicable to your claim shall be tolled from the date we receive your Demand until the earlier of (1) the date your Demand is filed with the AAA, or (2) the date you or Howbout opts out of arbitration pursuant to Section 2(E)(v).
7.6 Fees. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Howbout will not seek attorneys’ fees and costs in arbitration unless the arbitrator determines the claims are frivolous or brought for an improper purpose (based on the standards set forth in Federal Rule of Civil Procedure 11(b)).
7.7 Severability. If any part of this Arbitration Agreement, other than the class action waiver, is deemed or found to be unenforceable for any reason, the remainder shall be enforceable. The class action waiver is non-severable and if it is deemed or found to be unenforceable for any reason, the whole Arbitration Agreement shall be null and void.
8. Disclaimer and limitation of liability
8.1. In no event will Howbout be liable to any user of the Platform, whether in contract, tort (including negligence), breach of statutory duty or otherwise, even if foreseeable, for any losses or damages of any kind arising out of or in connection with use of, or inability to use, the Platform, or with reliance on any Content (as defined below) available on or through the Platform, including, without limitation, any loss of profits, goodwill, sales, business, revenue, anticipated savings, business opportunity, reputation (in all these cases whether direct or indirect), any business interruption (whether direct or indirect), any loss or misuse of data or other intangibles (whether direct or indirect, and including unauthorized interception by third parties of such data or intangibles), or any indirect, consequential or special loss or damage.
8.2. Howbout does not warrant that the functions or materials accessible from or contained in this Platform will be uninterrupted or error free, that defects will be corrected, or that this Platform or the server(s) that make the Platform available are free from viruses or bugs or represent the full functionality, accuracy and/or reliability of the same. To the fullest extent permitted by law, the Platform is made available ‘as is’ and ‘as available’ and Howbout excludes all conditions, warranties and/or representations of any kind, whether express, implied, or statutory, which may apply to the Platform or any Content on it, including the warranties of merchantability, fitness for a particular purpose, non-infringement, title, and those arising from course of dealing or usage of trade.
8.3. Nothing in these Terms shall exclude or limit Howbout’s liability for death or personal injury resulting from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be lawfully excluded or limited.
8.4. You agree to indemnify, defend and hold us and our affiliates, and our respective directors, officers, employees and agents, harmless from and against any claims, liabilities, losses, damages, costs and expenses, including reasonable attorneys' fees, arising from or relating to your use, misuse or any unauthorized use of the Platform (including User Data (as defined below) provided in connection therewith), or any violation of these Terms, or applicable law, by you or by someone accessing the Platform via your Account. We reserve the right, at our own expense, to assume the exclusive defence and control of any matter subject to indemnification by you, in which event you agree to cooperate with us in defending such claims. This indemnification obligation will survive these Terms and the termination of your use of the Platform.
8.5. If you are dissatisfied with these Terms or the Platform, your sole and exclusive remedy is to discontinue using the Platform.
All disclaimers and limitations of liability of any kind set out in this Section and elsewhere in these Terms are made for the benefit of Howbout and its affiliates and licensors, and their respective shareholders, members, partners, directors, officers, employees, agents, and representatives.
9. Accuracy of information and availability of the Platform
9.1. While Howbout has taken care in the preparation of the Platform, the Platform and any content thereon (including any information, names, images, pictures, logos, icons whether regarding or relating to Howbout or any third party products and services available through the Platform (together the Content), are provided on an ‘as is’ basis. We make no representations, endorsements, warranties or guarantees of any kind, whether express or implied, that the Platform and any Content thereon is accurate, complete, up-to-date, secure, of satisfactory quality, fit for any particular purpose or compatible with any third party systems. To the fullest extent permitted by law, all such terms and warranties are excluded.
9.2. While we take reasonable care to ensure that the Content on the Platform is accurate, please note that the Content is not intended to constitute technical, financial or legal advice or any other type of advice and should not be relied on for any purposes. Any reliance that you may place on the Content on the Platform is at your own risk.
9.3. While we try to make sure that the Platform is available for your use, we do not promise that the Platform is or will be available at all times nor do we promise the uninterrupted use by you of the Platform. If you have any difficulties using the Platform, please contact us on [email protected].
10. Content Review
10.1. You acknowledge that, in order to ensure compliance with legal obligations, we may be required to review any information or data you provide to or through the Platform (User Data) to determine whether it is illegal or whether it violates these Terms (such as when unlawful content is reported to us). However, Howbout otherwise has no obligation to monitor or review any User Data submitted to the Platform.
10.2. We reserve the right to remove, modify, prevent access to, delete or refuse to display any User Data that we (in our absolute discretion) deem inappropriate, abusive, unlawful or otherwise contrary to, or in breach of, these Terms, the proper use of the Platform or applicable law (Infringing User Data). Howbout shall not be responsible or liable, in any way, to you or any third party in respect of any Infringing User Data.
10.3. If you would like to report any inappropriate or illegal content (or content that may violate these Terms), please do so by emailing [email protected].
11. Copyright, trademark and intellectual property rights
11.1. References in these Terms to Intellectual Property Rights means copyright, patents, rights in inventions, rights in confidential information, know-how, trade secrets, trademarks, service marks, trade names, design rights, rights in get-up, database rights, rights in data, domain names, rights in computer software (including source code and object code) and all similar rights of whatever nature and, in each case: (i) whether registered or not, (ii) including any applications to protect or register such rights, (iii) including all renewals and extensions of such rights or applications, (iv) whether vested, contingent or future and (v) wherever in the world they exist.
11.2. Unless specifically indicated otherwise, the Platform and all Content presented on the Platform, together with all Intellectual Property Rights therein, are owned by Howbout, our licensors or both (as applicable). Such Intellectual Property Rights are protected by copyright laws and treaties around the world. We and our licensors reserve all of our and their rights in any such Intellectual Property Rights in connection with these Terms. This means, for example, that we and they remain owners of them and are free to use them as we and they see fit.
11.3. The Platform and the Content thereon are available for browsing and reference purposes only and nothing in these Terms grants you any legal rights to access or use the Platform or any Content thereon for any other purposes. You may not modify, copy, reproduce, republish, upload, post, transmit, translate, sell, create derivative works, exploit, or distribute in any manner or medium (including by email or electronic means) the Content or Platform unless specifically authorised by Howbout. In addition, none of the Content on the Platform may be copied, altered in any way, or transmitted or distributed to any other party without our prior express written permission.
11.4. You retain ownership of your User Data. Subject to the foregoing, by using the Platform you are granting Howbout a worldwide non-exclusive, perpetual, irrevocable, royalty free, transferable licence to copy, reproduce, remove, process, adapt, transmit, save, host, display, store and otherwise use your User Data in accordance with our Privacy Policy. You represent that (i) any User Data, materials or content posted or otherwise submitted by you to the Platform is original to you and that you have the right to grant us these rights, (ii) the posting and use of your User Data, materials or content on or through the Platform does not violate, misappropriate or infringe on the rights of any third-party, including, without limitation, privacy rights, rights of publicity, copyrights, trademark and/or other intellectual property rights, and (iii) such User Data, materials or content contained therein abide by these Terms.
12. Our rights
12.1. We reserve the right to:
12.1.(a) temporarily or permanently modify this Platform (or any part thereof) with or without notice to you and we shall not be liable to you or any third party for any modification to the Platform. In the event that we make any significant changes to the Platform we will use our best endeavours to inform you of such changes in advance in writing;
12.1.(b) temporarily withdraw this Platform (or any part thereof) with or without notice or permanently withdraw this Platform (or any part thereof) with notice in writing to you. We shall not be liable to you or any third party for any withdrawal of the Platform;
12.1.(c) prevent or suspend your access to the Platform, including by preventing you from setting up an Account or by suspending or closing any existing Accounts, for any reason in our ultimate discretion, including (without limitation) if you do not comply with any part of these Terms, any terms or policies to which they refer, or any applicable law; and
12.1.(d) change or update the Terms from time to time. Your continued use of the Platform (or any part thereof) following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Terms have been changed. If you do not agree to any change to the Terms then you must immediately stop using the Platform. In the event we make any significant changes to the Terms we will use our best endeavours to inform you of such changes in advance in writing.
13. Third party sites
In order to provide increased value to you the Platform may contain links to other websites or to third-party sellers of products and services (including banner and pop-up advertising). Such links are provided for your convenience only, and you access them at your own risk. We are not responsible for, and do not endorse, the content of any such sites, or the products and services sold on them, nor do we take responsibility for the accuracy of any such sites. When you visit a linked site, you should read the terms of use and privacy policy that govern that particular linked site.
14. Linking to the Platform
You may link to the homepage of the Platform from another website provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not present or establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. We reserve the right to withdraw linking permission without notice and to require you to immediately remove any link to the Platform at any time, and you shall immediately comply with any request by us to remove any such link.
15. Viruses
We do not guarantee that the Platform will be secure or free from bugs or viruses. You are responsible for configuring your device in order to access the Platform and you should use your own virus protection software. We will not be liable for any loss or damage caused by a virus or any other technologically harmful material that may infect you due to your use of the Platform.
16. Force Majeure
We will not be liable for any delay, interruption or failure in the provisioning of services if caused by acts of God, declared or undeclared war, fire, flood, storm, slide, earthquake, power failure, the inability to obtain equipment, supplies or other facilities that are not caused by a failure to pay, labour disputes, or other similar events beyond our control that may prevent or delay service provisioning.
17. General
17.1. Data Protection
We will only use your personal information as set out in our privacy and cookie policy here.
17.2. We may transfer this agreement to someone else.
We may transfer our rights and obligations under these Terms to another organisation. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under these Terms. If you are unhappy with the transfer, you may contact us to end these Terms within 30 days of us telling you about it.
17.3. If a court finds part of this contract illegal, the rest will continue in force.
Each of the paragraphs of these Terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
17.4. Compliance with law
The Platform has been prepared, and is intended for use, in accordance with the laws of England and Wales. If you access the Platform from locations outside of England and Wales, you are responsible for compliance with local laws where they are applicable.
17.5. Rights of third parties
No one other than you or Howbout has any right to enforce any of these Terms.
17.6. Breach
We shall apply these Terms of use in our absolute discretion. In the event of your breach of any of these terms we may terminate or suspend your use of the Platform or take any action we consider necessary to remedy the breach.
17.7 Even if we delay in enforcing these Terms, we can still enforce it later.
If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breaking these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
17.8 Governing Law and Jurisdiction
Except as set forth in the Arbitration Agreement above, these Terms are governed by English law and under the jurisdiction of the English Courts. If you are a Howbout user located in the United States, you and Howbout agree that any action at law or in equity that is not subject to the Arbitration Agreement above shall be (a) filed, and that venue properly lies, only in the state or federal courts located in New York, United States of America, and you and Howbout expressly consent and submit to the exclusive and personal jurisdiction of such courts for the purposes of litigating such action; and (b) governed by and construed in accordance with the laws of the State of New York without giving effect to its conflict or choice of laws principles .
