These terms govern your use of our website or services such as the RUBAN platform, (collectively, “Services”) and software that we include as part of the Services, including any applications, Content Files (defined below), scripts, instruction sets, and any related documentation (collectively “Software”). By using the Services or Software, you agree to these terms. If you have entered into another agreement with us concerning specific Services or Software, then the terms of that agreement controls where it conflicts with these terms. As discussed more in Section 3 below, you retain all rights and ownership you have in your content that you make available through the Services.
1. How this Agreement Works.
1.1 Your relationship is with Ourtown, Limited, and the Services and Software are governed by the law of Ireland. You may have additional rights under the law. We do not seek to limit those rights where it is prohibited by law.
1.2 Eligibility. You may only use the Services if you are over 13 years old.
1.4 Availability. Pages describing the Services are accessible worldwide but this does not mean all Services or service features are available in your country, or that user-generated content available via the Services is legal in your country. We may block access to certain Services (or certain service features or content) in certain countries. It is your responsibility to make sure your use of the Services is legal where you use them. Services are not available in all languages.
1.5 Order of Precedence. If there is any conflict between the terms in this Agreement and the Additional Terms, then the Additional Terms govern in relation to that Service or Software.
1.6 Modification. We may modify, update, or discontinue the Services, Software (including any of their portions or features) at any time without liability to you or anyone else. However, we will make reasonable effort to notify you before we make the change. If we discontinue a Service in its entirety, then we will provide you with a pro rata refund for any unused fees for that Service that you may have prepaid.
2. Use of Service.
2.1 License. Subject to your compliance with these terms and the law, you may access and use the Services.
2.2 Ourtown, Limited Intellectual Property. We (and our licensors) remain the sole owner of all right, title, and interest in the Services and Software. We reserve all rights not granted under these terms.
2.3 User-Generated Content. We will host, display and promote user-generated content from our users. If you access our Services, you may come across content that you find offensive or upsetting. Your sole remedy is to simply stop viewing the content, or notify us to report the content to us.
2.4 Content Files. “Content Files” means Ourtown, Limited-provided sample files such as stock images or sounds. You may not use, display, modify, reproduce, and distribute any of the Content Files without express permission from Ourtown, Limited, or claim any trademark rights in the Content Files or derivative works of the Content Files.
2.6 Other License Types.
(a) NFR Version. We may designate the Software or Services, “not for resale”, in case of use my a community organisation or not-for-profit (“NFR Version”).
3. Your Content.
3.1 Ownership. You retain all rights and ownership of your content. We do not claim any ownership rights to your content.
3.2 Licenses to Your Content in Order to Operate the Services. We require certain licenses from you to your content to operate and enable the Services. When you upload content to the Services, you grant us a non-exclusive, worldwide, royalty-free, sub-licensable, and transferrable license to use, reproduce, publicly display, distribute, modify (so as to better showcase your content, for example), publicly perform, and translate the content as needed in response to user driven actions (such as when you choose to store privately or share your content with others). This license is only for the purpose of operating or improving the Services.
3.3 You are responsible for your account and its details
As part of the registration process, you will be asked to select a user name and password and you will be responsible for all activities occurring under your username and for keeping your password secure.
You may not register a business name or username that:
• Contains “RUBAN”, “Our Town” or otherwise misrepresents your relationship with Ourtown, Limited or any other party;
• Contains any profanity, is vulgar or offensive, or promotes an illegal activity;
• Violates any trademark or other proprietary right; or
• Misleadingly impersonates someone else.
We reserve the rights to change usernames at our discretion.
3.4 Access. We will only access, view, or listen to your content in limited ways. For example, in order to perform the Services, we may need to access, view, or revise your content to (a) clarify language; (b) ensure good marketing principles are applied (c) prevent, or otherwise address fraud, security, unlawful, or technical issues. Our automated systems may analyze your content and usage behaviour. This analysis might occur as the content is sent, received, or when it is stored. From this analysis, we are able to improve the Services.
3.4 Sharing Your Content.
(a) Sharing. Our Service provides features that allow you to Share your content with other users and to make it public. “Share” means to email, post, transmit, upload, or otherwise make available (whether to us or other users) through your use of the Services. Other users may use, copy, modify, or re-share your content in many ways. Please consider carefully what you choose to Share or make public as you are entirely responsible for the content that you Share.
(b) Level of Access. We do not monitor or control what others do with your content. You are responsible for determining the limitations that are placed on your content and for applying the appropriate level of access to your content. If you do not choose the access level to apply to your content, the system may default to its most permissive setting. It’s your responsibility to let other users know how your content may be shared and adjust the setting related to accessing or sharing of your content.
(c) Comments. The Services may allow you to comment on content. Comments are not anonymous, and may be viewed by other users. Your comments may be deleted by you, other users, or us.
3.5 Termination of License. You may revoke this license to your content and terminate our rights at any time by removing your content from the Service. However, some copies of your content may be retained as part of our routine backups.
3.6 Feedback. You have no obligation to provide us with ideas, suggestions, or proposals (“Feedback”). However, if you submit Feedback to us, then you grant us a non-exclusive, worldwide, royalty-free license that is sub-licensable and transferrable, to make, use, sell, have made, offer to sell, import, reproduce, publicly display, distribute, modify, and publicly perform the Feedback.
4. Account Information.
You are responsible for all activity that occurs via your account. Please notify Customer Support immediately if you become aware of any unauthorized use of your account. You may not (a) Share your account information (except with an authorized account administrator) or (b) use another person’s account. Your account administrator may use your account information to manage your use and access to the Services.
5. User Conduct.
5.1 Responsible Use. The Ourtown, Limited communities often consist of users who expect a certain degree of courtesy and professionalism. You must use the Services responsibly.
5.2 Misuse. You must not misuse the Services, Software, or content that we provide to you as part of the Services. For example, you must not:
(a) copy, modify, host, stream, sublicense, or resell the Services, Software, or content;
(b) enable or allow others to use the Service, Software, or content using your account information;
(c) use the content or Software included in the Services to construct any kind of database;
(d) access or attempt to access the Services by any means other than the interface we provided or authorized;
(e) circumvent any access or use restrictions put into place to prevent certain uses of the Services;
(f) share content or engage in behavior that violates anyone’s Intellectual Property Right (“Intellectual Property Rights” means copyright, moral rights, trademark, trade dress, patent, trade secret, unfair competition, right of privacy, right of publicity, and any other proprietary rights.);
(g) upload or share any content that is unlawful, harmful, threatening, abusive, tortious, defamatory, libelous, vulgar, lewd, profane, invasive of another’s privacy, or hateful;
(h) impersonate any person or entity, or falsely state or otherwise misrepresent your affiliation with a person or entity;
(i) attempt to disable, impair, or destroy the Services, software, or hardware;
(j) disrupt, interfere with, or inhibit any other user from using the Services (such as stalking, intimidating, or harassing others, inciting others to commit violence, or harming minors in any way),
(k) engage in chain letters, junk mails, pyramid schemes, spamming, or other unsolicited messages;
(l) place advertisement of any products or services in the Services except with our prior written approval;
(m) use any data mining or similar data gathering and extraction methods in connection with the Services; or
(n) violate applicable law.
(o) copy, modify, translate, or reverse engineer any portion of the Service;
(p) be unlawful, obscene, defamatory, seditious, indecent, offensive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, be in breach of confidence, be in breach of privacy or be inappropriate;
(q) identify or speculate as to the identity of any anonymous or pseudonymous user;
(r) post Material that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary right of any party;
(s) remove any copyright, trade mark or other proprietary rights notices contained in or on the Website and/or the Adverts.ie Service or in or on any Content or other material obtained via the Website and/or the Adverts.ie Service;
(t) use any robot, spider, website search/retrieval application, or other automated device, process or means to access, retrieve or index any portion of the Website and/or the Adverts.ie Service;
(u) access, retrieve or index any portion of the Website and/or the Adverts.ie Service for purposes of constructing or populating any database;
(v) collect any information about other users or users of the Website and/or the Adverts.ie Service (including User Identifiers) for any purpose other than to use the Website for the purposes of responding to advertisements or to use the Website in the manner intended by us;
(w) reformat or frame any portion of the web pages that are part of the Website and/or the Adverts.ie Service;
(x) create user accounts by automated means or under false or fraudulent pretences or create multiple log ins;
(y) transmit any viruses, worms, defects, Trojan horses or other items of a destructive nature;
(z) use the Service to violate the security of any computer network, crack passwords or security encryption codes, transfer or store illegal material including that are deemed threatening or obscene;
(aa) copy or store any Content offered on the Website for other than your own use;
(ab) use any device, software or routine that interferes with the proper working of the Service;
(ac) take any action that imposes, or may impose in our sole discretion, an unreasonable or disproportionately large load on our IT infrastructure;
(ad) violate any applicable law;
(ae) collect or store personal data about other users in connection with the prohibited activities described in this paragraph;
(af) distribute or promote surveys, spam, chain letter, or pyramid schemes;
(ag) impersonate any person or entity;
(ah) upload, post, e-mail, transmit or otherwise make available using the Website any material that you do not have a right to make available under any law or contractual obligation which includes a breach of third party intellectual property rights.remove any copyright, trade mark or other proprietary rights notices contained in or on the Service or in or on any Content or other material obtained via the Website and/or the Service;
6. Fees and Payment.
6.1 Unless otherwise indicated in Additional Terms (as defined in Section 12.2) and subject to Section 6.2, all charges associated with Your access to and use of a Service (“Subscription Charges”) are due in full upon commencement of Your Subscription Term. If You fail to pay Your Subscription Charges or other charges indicated on any Order Form within five (5) business days of Our notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of such Service by You, Agents and End-Users.
6.2 If You choose to upgrade Your Service Plan at any point in time, any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then current Subscription Term, charged to Your Account and due and payable upon implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.
6.3 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and Ourtown, Limited does not accept any liability for such loss.
6.4 Your Service will renew automatically, and therefore Your Subscription charge will also be automatically applied upon the anniversary of your enrolment, at the then-current price point, unless you notify us to cancel your membership. We reserve the right to modify or increase your Subscription charges, with reasonable notice provided to You in advance of the new fee being applied.
6.5 If You pay by credit card or certain other payment instruments, the Services provide an interface for the Account owner to change credit card information (e.g. upon card renewal). The Account owner will receive a receipt upon each receipt of payment by the Payment Agent, or they may obtain a receipt from within the Services to track subscription status. You hereby authorize the Payment Agent to bill Your credit card or other payment instrument in advance on a periodic basis in accordance with the terms of the Service Plan for the Services and for periodic Subscription Charges applicable to Deployed Associated Services to which You subscribe until Your subscription to the Services terminates, and You further agree to pay any Subscription Charges so incurred. If applicable, You hereby authorize Ourtown, Limited and the Payment Agent to charge Your credit card or other payment instrument to establish such prepaid credit. You agree to promptly update Your Account information with any changes (for example, a change in Your billing address or credit card expiration date) that may occur. The Payment Agent uses a third-party intermediary to manage credit card processing and this intermediary is not permitted to store, retain or use Your billing information except to process Your credit card information for the Payment Agent.
6.6 Payments made by credit card, debit card or certain other payment instruments Ourtown, Limited Service are billed and processed by Ourtown, Limited’s Payment Agent. To the extent the Payment Agent is not Ourtown, Limited, the Payment Agent is acting solely as a billing and processing agent for and on behalf of Ourtown, Limited and shall not be construed to be providing the applicable Service.
6.7 Any Subscriber that mandates Ourtown, Limited to use a vendor payment portal or compliance portal which charges Ourtown, Limited a subscription fee or a percentage of any uploaded invoice as a required cost of doing business, shall be invoiced by Ourtown, Limited for the cost of this fee.
7. CANCELLATION AND TERMINATION
7.1 Either Party may elect to terminate Your Account and subscription to a Service as of the end of Your then current Subscription Term by providing notice, in accordance with this Agreement, on or prior to the date thirty (30) days preceding the end of such Subscription Term. Unless Your Account and subscription to a Service is so terminated, Your subscription to a Service (including any and all Deployed Associated Services) will automatically renew for a Subscription Term equivalent in length to the then expiring Subscription Term. Unless otherwise provided for in an Order Form, the Subscription Charges applicable to Your subscription to a Service for any such subsequent Subscription Term shall be Our standard Subscription Charges for the Service Plan and Deployed Associated Services to which You have subscribed or which You have deployed, as applicable, as of the time such subsequent Subscription Term commences, unless we have notified you of a chance in Your terms of service.
8.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term.
8.3 Except for Your termination under Section 8.5, if You terminate Your subscription to a Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation pursuant to Sections 2, 8.4 and 8.5, in addition to other amounts You may owe Ourtown, Limited, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to a Service or cancel Your Account as a result of a material breach of this Agreement by Ourtown, Limited, provided that You provide advance notice of such breach to Ourtown, Limited and afford Ourtown, Limited not less than thirty (30) days to reasonably cure such breach as provided for in Section 8.5 herein.
8.4 We reserve the right to modify, suspend or terminate the Services (or any part thereof), Your Account or Your and/or Agents’ or End-Users’ rights to access and use the Services, and remove, disable and discard any Service Data if We believe that You, Agents or End-Users have violated this Agreement.
8.5 A Party may terminate this Agreement for cause (a) upon thirty (30) days’ written notice to the other Party of a material breach if such breach remains uncured at the expiration of such period; or (b) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If this Agreement is terminated by You in accordance with this section, We will, to the extent permitted by applicable law, refund You any prepaid fees covering the remainder of the Subscription Term after the effective date of termination. If this Agreement is terminated by Us in accordance with this section, You will pay any unpaid fees covering the remainder of the Subscription Term pursuant to all applicable Order Forms. In no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to the effective date of termination.
8.6 If you do not notify us of updates to your payment method, to avoid interruption of your service, we may participate in programs supported by your card provider to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.
9. Your Warranty and Indemnification Obligations.
9.1 Warranty. By uploading your content to the Services, you agree that you have: (a) all necessary licenses and permissions, to use and Share your content and (b) the rights necessary to grant the licenses in these terms.
9.2 Indemnification. You will indemnify us and our subsidiaries, affiliates, officers, agents, employees, partners, and licensors from any claim, demand, loss, or damages, including reasonable attorneys’ fees, arising out of or related to your content, your use of the Services or Software, or your violation of these terms.
10. Disclaimers of Warranties.
10.1 Unless stated in the Additional Terms, the Services and Software are provided “AS-IS.” To the maximum extent permitted by law, we disclaim all warranties express or implied, including the implied warranties of non-infringement, merchantability, and fitness for a particular purpose. We make no commitments about the content within the Services. We further disclaim any warranty that (a) the Services or Software will meet your requirements or will be constantly available, uninterrupted, timely, secure, or error-free; (b) the results that may be obtained from the use of the Services or Software will be effective, accurate, or reliable; (c) the quality of the Services or Software will meet your expectations; or that (d) any errors or defects in the Services or Software will be corrected.
10.2 We specifically disclaim any liability for any actions resulting from your use of any Services or Software. You may use and access the Services or Software at your own discretion and risk, and you are solely responsible for any damage to your computer system or loss of data that results from the use and access of any Service or Software.
11. Limitation of Liability.
11.1 Unless stated in the Additional Terms, we are not liable to you or anyone else for: (a) any loss of use, data, goodwill, or profits, whether or not foreseeable; and (b) any special, incidental, indirect, consequential, or punitive damages whatsoever (even if we have been advised of the possibility of these damages), including those (x) resulting from loss of use, data, or profits, whether or not foreseeable, (y) based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or (z) arising from any other claim arising out of or in connection with your use of or access to the Services or Software. Nothing in these terms limits or excludes our liability for gross negligence, for our (or our employees’) intentional misconduct, or for death or personal injury.
11.2 Our total liability in any matter arising out of or related to these terms is limited to EU €100 or the aggregate amount that you paid for access to the Service and Software during the three- month period preceding the event giving rise to the liability, whichever is larger. This limitation will apply even if we have been advised of the possibility of the liability exceeding the amount and notwithstanding any failure of essential purpose of any limited remedy.
11.3 The limitations and exclusions in this Section 11 apply to the maximum extent permitted by law.
12.1 Screening. We do not review all content uploaded to the Services, but we may use available technologies or processes to screen for certain types of illegal content (for example, child pornography) or other abusive content or behavior (for example, patterns of activity that indicate spam or phishing, or keywords that indicate adult content has been posted outside of the adult wall).
12.2 Disclosure. We may access or disclose information about you, or your use of the Services, (a) when it is required by law (such as when we receive a valid subpoena or search warrant); (b) to respond to your requests for customer service support; or (c) when we, in our discretion, think it is necessary to protect the rights, property, or personal safety of us, our users, or the public.
13. Dispute Resolution.
13.1 Process. For any concern or dispute you may have, you agree to first try to resolve the dispute informally by contacting us. If a dispute is not resolved within 30 days of submission, you or Outrun, Limited must resolve any claims relating to these terms, the Services, or the Software through final and binding arbitration, except that you may assert claims in small claims court if your claims qualify.
13.2 No Class Actions. You may only resolve disputes with us on an individual basis, and may not bring a claim as a plaintiff or a class member in a class, consolidated, or representative action.
13.4 Injunctive Relief. Notwithstanding the foregoing, in the event of your or others’ unauthorized access to or use of the Services or content in violation of these terms you agree that we are entitled to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
We may modify these terms or any additional terms that apply to a Service or Software to, for example, reflect changes to the law or changes to our Services or Software. You should look at the terms regularly. We will post notice of modifications to these terms on this page. We will post notice of modified additional terms in the applicable Service or Software. By continuing to use or access the Services or Software after the revisions come into effect, you agree to be bound by the revised terms.
15.1 English Version. The English version of these terms will be the version used when interpreting or construing these terms.
15.2 Notice to Ourtown, Limited. You may send the notices to us at the following address: Ourtown, Unit 6, Pugin Court, St. Michael’s Road, Mill Lands, Gorey. Co. Wexford, Attention: General Counsel.
15.3 Notice to You. We may notify you by email, postal mail, postings within the Services, or other legally acceptable means.
15.4 Entire Agreement. These terms constitute the entire agreement between you and us regarding your use of the Services and Software and supersede any prior agreements between you and us relating to the Services.
15.5 Non-Assignment. You may not assign or otherwise transfer these terms or your rights and obligations under these terms, in whole or in part, without our written consent and any such attempt will be void. We may transfer our rights under these terms to a third party.
15.6 Severability. If a particular term is not enforceable, the unenforceability of that term will not affect any other terms.
15.7 No Waiver. Our failure to enforce or exercise any of these terms is not a waiver of that section.
We respect the Intellectual Property Rights of others and we expect our users to do the same. We will respond to clear notices of copyright infringement consistent with the Digital Millennium Copyright Act (“DMCA”).