Terms and Conditions
These terms and conditions form a legally binding agreement ("Agreement")
between you and Midsummer's Eve Ltd, the supplier of this service. These terms
apply to you whether or not you have paid for our service.
Midsummer's Eve Ltd
Surbiton Business Centre
46 Victoria Road
Company number 3907166
Registered in United Kingdom
You are: a user of our services.
"Content" means the information, photographs, graphics, and other
material on the Web Site.
"Installation" means all of the computer hardware and software and
any other machinery and equipment operated in conjunction with it and used by
us to provide the Services.
"Intellectual Property" means intellectual property of every sort,
whether or not registered or registrable in any country, including intellectual
property of kinds coming into existence after the date of this Agreement; and
including, among others, patents, trade marks, unregistered marks, designs,
copyrights, software, domain names, literary or artistic creations and inventions
over which we exercise a moral right to its exclusive use and a right to prevent
anybody else from copying or adapting the said work in any form.
"Post" means display, exhibit, publish, distribute, transmit and/or
disclose information, details and/or other material on the Web Site, and the
phrases "Posted" and "Posting" shall be interpreted accordingly;
"Services" means all or any service provided by us through the Web
"User" means any person other than you who uses the Services or
visits the Web Site for any purpose.
"we", "us", etc, means Midsummer's Eve Ltd. Where the context
permits it also includes any business company or individual who shares an interest
in the sale of any goods or services promoted on the Web Site. Without limitation,
it includes any subsidiary or associated company of ours, together with any
licensor, affiliate, or network partner.
"Web Site" means our web sites www.midsummerseve.com and www.mutualfriends.com, and includes
all web pages controlled by us.
"you", "yours" etc, means you, a person who visits our
site, whether or not you have paid for our Services.
2 Restrictions on use of the service
It constitutes a breach of contract by you and may result in immediate suspension
from the service without notice, if your profile, any message or instant message
or forum contribution or other post:
2.1 is posted by a person under the age of 18;
2.2 is from a married or attached person looking for extra-marital relationships
other than just friendship;
2.3 contains sexually offensive language;
2.4 contains offensive, potentially offensive, threatening, insulting or unfriendly remarks,
especially if these are in response to unfriendly language or behaviour;
2.5 contains a reference to an illegal practice such as drug-taking;
2.6 contains potentially libellous or unlawful remarks;
2.7 contains dishonest or untruthful statements;
2.8 contains pointers to an external web site or e-mail address or phone number
or other personally identifiable information;
2.9 is written in all capital letters;
2.10 makes incorrect or insulting comments about our staff;
2.11 contains material from another person's email or personal message to you or is copied from anywhere else, whether or not permission to publish this material has been granted;
3 Changes to terms
3.1 We reserve the right to modify these conditions at any time. The updated
conditions shall be posted on the Website from time to time. In such case, the
modified terms shall replace any terms and conditions previously notified to
you and accepted by you.
3.2 Your continued use of the Services after such modifications shall be deemed
an acceptance by you to be bound by the terms of the modified Agreement.
4 Price and Payment
4.1 Prices are inclusive of any applicable value added tax or other sales tax.
4.2 All money paid by you to us is non-refundable and cancellation and/or termination
of this Agreement by you or us at any time for any reason will not entitle you
to a refund of money paid.
5 Acceptable use Policy
You agree that you will not:
5.1 open more than one account;
5.2 allow another person to use your account, or transfer your account to another
5.3 divulge your password to another person;
5.4 send multiple messages containing the same or similar wording to more than
one member or to more than one conversation thread;
5.5 use or allow anyone else to use the Web Site to post or otherwise publish:
5.5.1 copyright works, including copies of personal messages or emails, whether permission has been granted or not;
5.5.2 commercial audio, video or music files;
5.5.3 any material which violates the law of any established jurisdiction;
5.5.4 unlicensed software;
5.5.5 software which assists in or promotes: emulators, phreaking, hacking,
password cracking, IP spoofing;
5.5.6 links to any of the material specified in this paragraph;
5.5.7 pornographic material;
5.5.8 any material promoting discrimination or animosity to any person on grounds
of gender, race or colour.
5.5.9 any material which breaches our rights to client confidentiality or our members' rights to client confidentiality including details of your account or details of other members' accounts;
5.5.10 any material which breaches the guidelines for posting to our Conversations forums;
5.6 use the Services for spamming. Spamming includes, but is not limited to:
5.6.1 the sending of junk mail or commercial mail or identical messages to many members;
5.6.2 the sending of junk mail or commercial mail or identical messages to our conversations forums;
5.7 use the Services in a manner which violates any city, local, national or
international law or regulation, or which fails to comply with accepted Internet
protocol. you will not attempt to interfere in any way with our networks or
network security, or attempt to use the Services to gain unauthorized access
to any other computer system.
5.8 resell, rent, lease or make commercial use of the Services without our
express written consent.
6 Your information, profile and photographs
6.1 You agree that you have provided, and will continue to provide accurate,
up to date, and complete information about yourself.
6.2 When you enter information as a profile or send a photograph to us, you
grant to us an irrevocable licence to use that material. Accordingly, we may
display all or part of your profile and your photograph on authorised partner
web sites at any time.
6.3 We do not alter profiles which have been accepted for display and accordingly,
we make no guarantee as to the truth or accuracy of the information contained
in the profiles or photos.
6.4 We may remove your profile at any time without giving a reason.
6.5 We may display all or part of your profile including your photograph on
the home page or elsewhere in the Web Site at any time.
6.6 We reserve the right to crop and enhance photographs submitted to us to
ensure they are of the highest quality and compatible with our guidelines. If
you send in a photo you grant us permission to display the photo on this and
authorised partner web sites, and in press and publicity materials produced
by us and by authorised partner web sites. Photos sent to us are in the public
domain and therefore can become accessible through links on other web sites,
such as search engines and directories even when not directly authorised by
us. We are not responsible for such publications.
6.7 Messages sent through or to the service may be read by us to check that
the service is not being abused. If we find a message from you which we consider
an abuse of the service, we may suspend or delete your account.
6.8 We will automatically delete messages from the system after a pre-defined
length of time. This is normally 70 days but may be more or fewer.
6.9 Your membership details and the content of any messages you send are private
and are properly protected. However the information you give in your profile
is deemed to be in the public domain.
6.10 When you purchase our Services, we provide the service to you from the
moment you purchase it. Because of this, we cannot offer a cancellation or "cooling
off" period. This complies with the Consumer Protection (Distance Selling)
6.11 If you have a complaint against us or a member, please use our complaints
procedure which you can access here.
7 Content and Intellectual Property Rights
7.1 Title, ownership rights, and intellectual property rights in the Content
whether provided by us or by any other content provider shall remain the sole
property of us and / or the other content provider. We will strongly protect
its rights in all countries.
7.2 You may not copy, modify, publish, transmit, transfer or sell, reproduce,
create derivative works from, distribute, perform, display, or in any way exploit
any of the Content, in whole or in part, except as is expressly permitted in
7.3 You may download or copy the Content only for your own personal use, provided
that you maintain all copyright and other notices contained in such Content.
You may not store electronically any significant portion of any Content.
8 System Security
8.1 You agree that you will not, and will not allow any other person to, violate
or attempt to violate any aspect of the security of the Installation;
8.2 You agree that you will, in no way, modify, reverse engineer, disassemble,
decompile, copy, or cause damage or unintended effect to any portion of the
Web Site, or any software used on the Web Site, and that you will not permit
any other person to do so.
8.3 You understand that any such violation may be unlawful and that any contravention
of law may result in criminal prosecution.
8.4 Examples of violations are:
8.4.1 accessing data unlawfully or without consent;
8.4.2 attempting to probe, scan or test the vulnerability of a system or network
or to breach security or authentication measures;
8.4.3 attempting to interfere with service to any user, host or network, including,
without limitation, via means of overloading, "flooding", "mail
bombing" or "crashing".
You agree to indemnify us against any claim or demand, including reasonable
lawyers' fees, made by any third party due to or arising out of your use of
the Services, the breach or violation of this Agreement by you, or the infringement
by you, or by any other User of the Services using your computer, of any intellectual
property or other right of any person or entity, or as a result of any threatening,
libellous, obscene, harassing or offensive material contained in any of your
10 Interruption to the Service
10.1 If it is necessary for us to interrupt the Services then we may do so
without telling you first.
10.2 You acknowledge that the Services may also be interrupted for reasons
beyond our control.
10.3 You agree that we are not liable to you for any loss whether foreseeable
or not, arising as a result of interruption to the Services.
11 Our liability
11.1 Your use of the Services is without any warranty or guarantee.
11.2 Where we provide a service without specific charge, then it is deemed
to be provided free of charge, and not to be associated with any other service
for which a charge is made. Accordingly, there is no contractual or other obligation
upon us in respect of any such service.
11.3 We or our content suppliers may make improvements or changes to the Web
Site, the content, or to any of the products and services described on the Web
Site, at any time and without notice to you.
11.4 You are advised that content may include technical inaccuracies or typographical
11.5 We give no warranty and make no representation, express or implied, as
11.5.1 the truth of any information given on the Web Site by any Associate or
11.5.2 any implied warranty or condition as to merchantability or fitness for
a particular purpose;
11.5.3 compliance with any law;
11.5.4 non-infringement of any right.
11.6 Much of the material provided on the Web Site is Posted (and thereby published)
by Users. We are under no obligation to monitor, vet, check or approve any such
material. We disclaim all responsibility for information published on the Web
Site by any person.
11.7 The Web Site contains links to other Internet web sites. We have neither
power nor control over any such web site. You acknowledge and agree that we
shall not be liable in any way for the content of any such linked web site,
nor for any loss or damage arising from your use of any such web site.
11.8 In no event shall we or our content suppliers be liable for any special,
indirect or consequential damages or any damages whatsoever resulting from loss
of use, loss of data or loss of revenues or profits, whether in an action of
contract, negligence or otherwise, arising out of or in connection with the
use of the Web Site or the content available from this Web Site.
11.9 These disclaimers form an essential part of this Agreement. Each sub paragraph
in this Agreement is independent and severable from each other paragraph and
enforceable accordingly. If any restriction is unenforceable for any reason
but would be enforceable if part of the wording were deleted, it will apply
with such minimal deletions as may be necessary to make it valid and enforceable.
12 Storage of Data
12.1 We assume no responsibility for the deletion or failure to store, deliver
or timely deliver messages.
12.2 We may, from time to time and without notice, set limit(s) on the number
of messages a User may send, store, or receive through the service, and we retain
the right to delete any emails above such limit(s) without any liability whatsoever,
and you hereby release us from any such liability. Any notice provided by us
to you in connection with such limit(s) shall not create any obligation to provide
future notification regarding any change(s) to such limit(s).
13.1 You may terminate this Agreement at any time, for any reason, with immediate
effect. You may terminate the Agreement only by completing the cancellation form on the Web Site and submitting it. We reserve
the right to check the validity of any request to terminate membership.
13.2 We may terminate this Agreement at any time, for any reason, with immediate
effect by sending you notice to that effect by post or email. We may also bar
you from becoming a member of the website in future, if you violate these terms.
13.3 If you terminate, we shall be under no liability to you whatsoever, and
you hereby release us from any such liability.
13.4 Termination by either party shall have the following effects:
13.4.1 your right to use the Services immediately ceases;
13.4.2 we are under no obligation to forward any unread or unsent messages to
you or any third party;
13.5 In the event of such termination by us, we will within seven days refund
to you the balance of your subscription outstanding for any Service, pro rata
with time not elapsed;
13.6 There shall be no reimbursement or credit if the Service is terminated
due to your violation of the terms of this Agreement.
13.7 We retain the right, at our sole discretion, to terminate any and all
parts of the Services provided to you, without refunding to you any fees paid
if we decide in our absolute discretion that you have failed to comply with
any of the terms of this Agreement.
13.8 If you have a subscription via PayPal it is your responsibility to close this agreements via the PayPal web site. Failure to do so is not our responsibility and no refunds will be made in this situation.
If any of these terms is at any time held by any jurisdiction to be void, invalid
or unenforceable, then it shall be treated as changed or reduced, only to the
extent minimally necessary to bring it within the laws of that jurisdiction
and to prevent it from being void and it shall be binding in that changed or
reduced form. Subject to that, each provision shall be interpreted as severable
and shall not in any way affect any other of these terms.
15 Action Limit
You and we agree that any cause of action arising out of or related to the
Services must commence within one year after the cause of action arose; otherwise,
such cause of action is permanently barred.
16 Force majeure
16.1 Neither party shall be liable for any breach of its obligations resulting
from causes beyond its reasonable control including strikes of its own employees.
16.2 Each of the parties agrees to give notice immediately to the other upon
becoming aware of an event of force majeure such notice to contain details of
the circumstances giving rise to it.
16.3 If a default due to force majeure shall continue for more than four weeks
then the party not in default shall be entitled to terminate this Agreement.
Neither party shall have any liability to the other in respect of the termination
of this Agreement as a result of force majeure.
17 No Waiver
No waiver by us, in exercising any right shall operate as a waiver of any other
right or of that same right at a future time; nor shall any delay in exercise
of any power or right be interpreted as a waiver.
18 Dispute Resolution
In the event of a dispute arising out of or in connection with these terms
or any contract between you and us, then you agree to attempt to settle the
dispute by engaging in good faith with us in a process of mediation before commencing
arbitration or litigation.
19 Governing Law
This Agreement shall be governed by and construed in accordance with the laws
of England. This Agreement shall not be governed by the United Nations Convention
on Contracts for the International Sale of Goods, the application of which is
hereby expressly excluded.