Published May 2021

THESE TERMS AND CONDITIONS (INCORPORATING THE ACCEPTABLE USE POLICY) (TOGETHER, “TERMS”) TELL YOU THE RULES FOR USING THE PLATFORM (AS DEFINED BELOW). PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE PLATFORM. THESE TERMS APPLY TO ANY USER OF THE PLATFORM, WHETHER INTRODUCED BY US OR BY ANY OTHER PERSON AND WHETHER OR NOT ANY SUCH USER HAS AGREED TO THEM. BY USING THE PLATFORM YOU AGREE TO THESE TERMS AND CONDITIONS WHICH SHALL BE LEGALLY BINDING.

Senate Holdings Limited is a company which supplies, hosts and provides platforms (“Platforms”) to clients and others. Senate Holdings Limited is referred to in these Terms as “the Senate”, “us”, “we” or “our”. We are registered in England and Wales under company number 11951721 and have our registered office at 5 High Green, Great Shelford, Cambridge CB22 5EG.

If you have any queries about these Terms, please contact us at support@senatesense.com.

If you do not agree to these Terms, you must not use any Platform.

We recommend that you print a copy of these Terms for future reference.

In addition to these Terms, there may be other third party terms that apply to your use of the Platform. Your use of the Platform shall constitute acceptance of any third party terms that relate to the operation of the Platform and that are made available to you from time to time.

Your use of any Platform is subject at all times to the Terms, the Privacy Policy and the Cookies Policy (all together “the Senate Terms”). The Senate Terms can be found at: https://wiki.senate2sense.com/public/terms. By using the Platform you agree to be bound by, and comply with the obligations in, these documents – please review them prior to using the Platform. From time to time, we may update any part of the Senate Terms and may introduce new policies, which we will make you aware of. Your continued use of the Platform is an agreement to such updated and new terms/policies.

1.1 Ownership and Licences. You own the content that you post; you also grant us and other users of the Platform certain rights and license to use it. The details of these licenses are described in section 2.3 below.

1.2 Responsibility for Posts. You are responsible for the content that you post. This includes ensuring that you have the rights needed for you to post that content and that your content does not violate the legal rights of another party (for example, defamation) or any applicable laws.

1.3 Post Verification. We do not endorse or verify content posted by users. Our content and materials are provided to you “as is,” without any guarantees. You are solely responsible for your own use of the Platform. Posts from lawyers and other professionals should not be treated as a substitute for professional advice for your specific situation. We make no representations, warranties or guarantees, whether express or implied, that the content on the Platform is true, applicable to your situation, accurate, complete or up to date.

1.4 Platform Rules. You agree to follow the rules of the Platform. When you use the Platform, you agree to comply with the Senate Terms and any other third party terms applicable to the Platform and that we make you aware of.

1.5 Registration. When you set up a profile on the Platform, you will be asked to provide certain information about yourself. You agree to provide us accurate information, including your real name. You will be required to create a password and must keep your password confidential and you must not disclose it to any third party. We have the right to disable any password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. If you know or suspect that anyone other than you knows your password, you must promptly notify us.

1.6 Privacy Policy. Our privacy practices are set out in our Privacy Policy. When you use the Platform you acknowledge that we will process your personal information in accordance with our Privacy Policy.

1.7 Acceptable Use Policy. By using the Platform and interacting with others using the Platform, you agree to follow our Acceptable Use Policy at all times. See the “Acceptable Use Policy” at the end of these Terms.

1.8 Account Closure and Termination. You may close your account at any time by going to account settings and disabling your account. We may terminate or suspend your account and access to the Platform if you violate the Senate Terms or for any other reason.

1.9 Changes to the Platform. We are always trying to improve your experience on the Platform. We may need to add or change features and may do so without notice to you.

1.10 Platform Withdrawal and Suspension. We may suspend or withdraw the Platform at any time. We do not guarantee that the Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of the Platform for any reason. We will try to give you reasonable notice of any suspension or withdrawal.

1.11 Feedback. We welcome your feedback and suggestions about how to improve the Platform. You grant us a perpetual, irrevocable, sublicensable, worldwide right to, at our discretion, use, disclose and otherwise exploit freely and without compensation to you any feedback that you provide to us.

1.12 Marks and Logos. You are not permitted to use our trademarks without our approval. You must not remove, distort or otherwise alter the size or appearance of any marks or logos on the Platform and you must not use any of our trade marks displayed on the Platform without written permission from us.

1.13 Restrictions. You must not:

1.13.1 except as may be allowed by any applicable law which is incapable of exclusion: (a) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Platform in any form or media or by any means; nor (b) attempt to de-compile reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Platform;

1.13.2 access all or any part of the Platform in order to build a product or service which competes with the Platform;

1.13.3 use the Platform to provide services to third parties;

1.13.4 license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Platform available to any third party;

1.13.5 attempt to obtain, or assist third parties in obtaining, access to the Platform;

1.13.6 introduce, or permit the introduction of, any viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful into the Platform;

1.13.7 attempt to gain unauthorised access to the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform; nor

1.13.8 attack the Platform via a denial-of-service attack or a distributed denial-of service attack.

1.14 Criminal Offence. By breaching section 1.13, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.

2.1 Your Content. The Platform enables you to add posts (including questions and answers to other users’ questions), texts, photos, videos, links, and files to share with others. All material that you upload, publish or display to others via the Platform will be referred to collectively as “Your Content”. You acknowledge and agree that, as part of using the Platform, Your Content may be viewed by other users of the Platform.

2.2 Ownership. You, or your licensors, as applicable, retain ownership of the copyright and other intellectual property in Your Content, subject to the non-exclusive rights granted to us below.

2.3 License and Permission to Use Your Content.

2.3.1 By submitting, posting, or displaying Your Content on the Platform, you grant: (a) us and our respective affiliated companies and personnel, a perpetual, irrevocable, non-exclusive, worldwide, royalty free, fully paid up, transferable, sublicensable (through multiple tiers), license to use, copy, reproduce, process, adapt, modify, create derivative works from, publish, transmit, store, display and distribute, translate, communicate and make available to the public, commercially exploit and otherwise use Your Content in any and all media or distribution methods (now known or later developed). You agree that this license includes the right for us to make Your Content available to other companies, organizations, business partners, or individuals for the syndication, broadcast, communication and making available to the public, distribution or publication of Your Content on the Platform or through other media or distribution methods; and (b) any other users of the Platform a perpetual, non-exclusive, worldwide, royalty free, fully paid up, transferable, sublicensable (through multiple tiers), license to view, use, copy, reproduce, adapt, modify, create derivative works from, publish, transmit, display, distribute, translate, communicate and make available to the public Your Content, subject to our Terms.

2.3.2 You acknowledge and agree that we may preserve Your Content and may also disclose Your Content and related information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; © respond to claims that any of Your Content violates the rights of third parties; (d) detect, prevent, or otherwise address fraud, security or technical issues; or (e) protect the rights, property, or personal safety of the Platform, its users, or the public.

2.3.3 You understand that we may modify, adapt, or create derivative works from Your Content in order to transmit, display or distribute it over computer networks, devices, service providers, and in various media. We also may remove or refuse to publish Your Content, in whole or part, at any time.

2.3.4 You further give us the permission and authority to act as your nonexclusive agent to take enforcement action (or not to take any such action) against any unauthorized use by third parties of any of Your Content outside of the Platform or in violation of our Terms.

2.3.5 You agree that we may analyse Your Content and data collected from the Platform to create aggregated and in some cases anonymised derivative works (“Insights”), and which may then be distributed by us (including via the Platform).

2.3.6 By posting Your Content on the Platform, you represent and warrant to us that:

(a) you have the ownership rights, or you have obtained all needed licenses or permissions from any necessary parties, to use Your Content and grant us the rights to use Your Content as provided for under these Terms; and (b) posting Your Content violates no intellectual property or personal right of others or any applicable law or regulation.

You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others or violation of laws and regulations in connection with Your Content. You are responsible for ensuring that Your Content does not violate any applicable terms or any applicable law or regulation. You agree to pay all royalties, fees, and any other monies owed to any person by reason of Your Content.

3.1 Our Content and Materials. All intellectual property in or related to the Platform (excluding Your Content) (collectively “Our Content and Materials”) is owned by us, our affiliates or our licensors. Content posted by other users of the Platform may belong to them but be licensed to us according to and under these Terms.

3.2 Platform Data. All data that we collect about use of the Platform (“Data”) by you or others is owned by us or our affiliates. For clarity, Data does not include Your Content and is separate from Our Content and Materials.

3.3 License. We grant you a limited, non-exclusive license to use and access Our Content and Materials and Data as made available to you on the Platform in connection with your use of the Platform, subject to the Terms. We may terminate our license to you at any time for any reason.

3.4 Refusal of Content. We have the right but not the obligation to refuse to distribute any content on the Platform or to remove content. Except for the rights and license granted in these Terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.

3.5 Third party content. Please note that the Platform contains access to third-party content, products and services, and it offers interactions with third parties. References or access to third-party content on the Platform does not amount to endorsement or verification by us. We make no warranties or representations about the accuracy, completeness, or timeliness of any content posted on the Platform by anyone. The views expressed by other users on the Platform do not represent our views or values. If you wish to complain about information and materials uploaded by other users please contact us at support@senatesense.com.

3.6 Third Party Links. Where the Platform contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.

3.7 Content Ownership. With the sole exception of Your Content, you acknowledge and agree that any content on the Platform and Our Content and Materials remains our property, the property of our licensors or the property of the Platform’s users (as applicable). The content, information and services made available on the Platform are protected by UK and international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable.

4.1 Standards and Reputation. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. The website in which you are linking must comply in all respects with the content standards set out in our Acceptable Use Policy and must not contain content that is distasteful, offensive or controversial, infringes any intellectual property rights or other rights of any other person or does not comply with applicable laws and regulations.

4.2 Link Requirements. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists, and you must not misrepresent your relationship with us nor present any other false information about us. The Platform must not be framed on any other site, nor may you create a link to any part of the Platform other than the home page.

4.3 Link Permissions. If you wish to link to or make any use of content on the Platform other than that set out above please contact us at support@senatesense.com. We reserve the right to withdraw linking permission without notice.

5.1 Legal and Other Professional Contributors. Some users who post content are members of legal and other licensed professions (collectively, “Professional Contributors”). Content posted by Professional Contributors should be not be relied on as a substitute for advice from a professional that is appropriate for your specific situation.

6.1 Viruses. We do not guarantee that the Platform will be free from any viruses or malicious software. You are responsible for configuring your information technology, computer programmes and platform to access the Platform. You should use your own virus protection software.

6.2 Content Backups. Neither we nor our third party providers are responsible or liable for the deletion of or failure to store any of Your Content, and other communications maintained or transmitted through use of the Platform and you are solely responsible for securing and backing up all of Your Content.

7.1 IP Infringement. If you believe any content on the Platform infringes your intellectual property rights, violates our Acceptable Use Policy or the Acceptable Use Policy or otherwise violates applicable law, please contact us at support @senatesense.com.

7.2 Deletion of Content. We have no obligation to delete content that you personally may find objectionable or offensive.

7.3 Requests. We endeavour to respond promptly to requests for content removal, consistent with our policies and applicable law.

8.1 IN THIS SECTION “SENATE ENTITIES” MEANS SENATE HOLDINGS LIMITED AND ANY SUBSIDIARIES, PARENT COMPANIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES OF EACH OF THEM.

8.2 PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF THE SENATE ENTITIES TO YOU. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

8.3 NO WARRANTIES. WE PROVIDE THE PLATFORM, ALONG WITH OUR CONTENT AND MATERIALS AND THE OPPORTUNITY TO CONNECT WITH OTHERS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, THE SENATE ENTITIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USEAGE. THE SENATE ENTITIES MAKE NO WARRANTY THAT: (i) THE PLATFORM WILL MEET YOUR REQUIREMENTS; (ii) THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF THE PLATFORM, A PROFESSIONAL CONTRIBUTOR, OR ANY OTHER USER WILL BE ACCURATE OR RELIABLE; OR (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED OR PURCHASED BY YOU THROUGH THE PLATFORM WILL BE SATISFACTORY.

8.4 NO LIABILITY FOR CONTENT OR THIRD PARTIES. THE SENATE ENTITIES MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY FOR: (i) CONTENT POSTED BY ANY USER OR THIRD PARTY; (ii) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE PLATFORM, INCLUDING AN INTEGRATED SERVICE PROVIDER OR PROFESSIONAL CONTRIBUTOR; (iii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE PLATFORM; OR (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT.

8.5 EXCLUDED LIABILITIES. YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SENATE ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SENATE ENTITIES SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE PLATFORM.

8.6 SOLE REMEDY. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE PLATFORM IS TO STOP USING THE PLATFORM.

8.7 CAPPED LIABILITY. WITHOUT LIMITING THE FOREGOING, OUR MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE PLATFORM OR THE SENATE TERMS IS LIMITED TO £100.

8.8 UNLIMITED LIABILITY. WE DO NOT EXCLUDE OR LIMIT IN ANY WAY OUR LIABILITY TO YOU WHERE IT WOULD BE UNLAWFUL TO DO SO. THIS INCLUDES LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY OUR NEGLIGENCE OR THE NEGLIGENCE OF OUR EMPLOYEES, AGENTS OR SUBCONTRACTORS AND FOR FRAUD OR FRAUDULENT MISREPRESENTATION.

8.9 APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. AS A RESULT, THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU IN WHOLE OR IN PART TO THE EXTENT REQUIRED BY APPLICABLE LAW.

9.1 Indemnification. You agree to defend us, indemnify us and hold us harmless against claims, actions, proceedings, losses, damages, expenses and costs (including, without limitation, court costs and reasonable legal fees) arising out of or in connection with any third party claim relating to:

9.1.1 your use of the Platform;

9.1.2 Your Content;

9.1.3 your conduct or interactions with other users of the Platform; or

9.1.4 your breach of any part of these Terms.

9.2 Conduct of Claims. Where you indemnify and defend us in accordance with section 9.1 above, we will promptly notify you of any such claim and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defence and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defence of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.

10.1 Changes to these Terms. We may amend any aspect of the Senate Terms (including any policies, such as the Privacy Policy or Acceptable Use Policy that are incorporated into the Senate Terms) at any time, in our sole discretion. If we amend material terms, such amendment will be effective after we make the amended agreement available to you. Such notice will be in our sole discretion, and the manner of notification could include, for example, via email, posted notice on the Platform, or other manner. Your failure to cancel your account, or cease use of the Platform, after receiving notification of the amendment, will constitute your acceptance of the amended terms. If you do not agree to the amendments or to any of the Terms, your only remedy is to cancel your account or to cease use of the Platform.

10.2 Dispute Resolution and Governing Law and Jurisdiction. The parties shall first attempt to resolve any dispute arising out of or in relation to the use of the Platform or the Senate Terms through negotiations between their appointed representatives who have the authority to settle disputes. In the event such problem is not resolved within a reasonable time frame of such escalation, the parties may pursue any other rights and remedies available to them, including without limitation pursuing a claim in a court of competent jurisdiction. Nothing in this section 10.2 shall prohibit either party from applying to the court for interim or injunctive relief. The Senate Terms and any disputes or claims arising out of or in connection with it or its subject matter or formation are governed by, and construed in accordance with, the law of England. Subject to the foregoing, the parties irrevocably agree that the courts of England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter or formation.

10.3 Survival. The following provisions will survive expiration or termination of this Agreement: 1.11 (Feedback), Section 2 (Your Content), Section 3 (Our Content and Materials), Section 8 (Disclaimers and Limitation of Liability), Section 9 (Indemnification), and Section 10 (General Terms).

10.4 Electronic Communications. You consent to receive communications from us by email in accordance with the Senate Terms and applicable law. You acknowledge and agree that all agreements, notices, disclosures and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.

10.5 Notices. All notices permitted or required under the Senate Terms, unless expressly specified otherwise, must be sent in writing as follows in order to be valid: (i) if to you, by us via email to the address associated with your account, and (ii) if to us, by you to support@senatesense.com. Notices will be deemed given: (a) if to you, when emailed, and (b) if to us, on confirmed receipt by us.

Please read our Acceptable Use Policy here.