Ellen MacArthur Foundation community platform (the “Platform”) – Terms of use

  1. Introduction 
    1. The Platform is an interactive, web-based community platform, developed and operated by the Ellen MacArthur Foundation Trading Limited (“EMF”): (i) to provide a means for EMF to make available to Users information and materials, including reports, papers, newsletters, presentations, data, images, graphics, animations, and audio and visual recordings (together with the EMF name, logo and brand, the “EMF Materials”); (ii) to provide a forum for webinars, presentations, speeches and other events (“Events”); and (iii) to facilitate discussion and contribution by and amongst Users; in each case in relation to EMF’s mission to accelerate the transition to a circular economy (the “Services”). The Platform is hosted for EMF by Zapnito Ltd (“Zapnito”).
    2. These terms (the “Terms”) set out a contract between EMF and each User, which shall come into effect upon the submission by that User to EMF of an application (in a form prescribed by EMF) to access the Platform (the “Application”). Any reference in these Terms to “you” is a reference to the User which is party to that contract. 
    3. Participation by you in any Event shall be subject to these Terms and to EMF’s Event Terms. In the event of any conflict or inconsistency between these Terms and EMF’s Event Terms, EMF’s Event Terms shall prevail in relation to the relevant Event.
  2. Access and availability
    1. Access to and use of the Platform and the Services is conditional upon EMF’s approval of your Application (which approval may be given or withheld in EMF’s discretion), and is available to: 
      1. individual users (“Individual Users”) invited by EMF to make an Application; and 
      2. organisational users (“Organisational Users”, together with Individual Users, the “User(s)”), who: (i) are employees of an organisation which has entered into an agreement (an “Organisation Agreement”) with EMF which provides for the organisation’s employees’ access to the Platform and use of the Services; and (ii) make an Application. 
    2. If your Application is not approved, EMF shall notify you accordingly, and upon such notice the contract set out in these Terms shall immediately terminate and you and EMF shall each have no further right, obligation or liability under or in connection with these Terms, save only that rights and obligations under clause 4.1 in relation to Application Data shall remain in force and effect.
    3. If your Application is approved, you shall be issued with a username, password and/or other security credentials (together, “Credentials”) for the Platform and/or parts thereof. You agree that: (i) access to parts of the Platform and/or the Services may be restricted to Users or classes of User designated by EMF and that you may not be able or entitled to access those parts; (ii) you shall keep confidential and not share with any other person your Credentials; (iii) you shall not allow or facilitate any access to or use of the Platform or Services or any part thereof by any third party by or with your Credentials; (iv) you shall immediately notify EMF at community@emf.org if you know or believe that a third party has knowledge of your Credentials, if your Credentials have been lost or stolen, or if the Platform or Services have been accessed illegitimately; and (v) you shall in any event be responsible and liable for all use of your Credentials (and actions on the Platform through use of those Credentials).
    4. You acknowledge that EMF does not warrant that: (i) the Platform and/or Services will be continuously available (and may be uninterrupted or terminated at any time); or (ii) the Platform and/or Services will be secure or free from bugs, viruses, errors or omissions. 
  3. Tenor, suspension and termination
    1. If you are an Individual User, you shall be entitled to access the Platform and use the Services until such access and use is terminated in accordance with this clause 3, and if you are an Organisational User, you shall be entitled to access the Platform and use the Services until the earlier of: (i) the termination or expiry of the relevant Organisation Agreement; and (ii) such access and use being terminated in accordance with this clause 3. 
    2. EMF may at any time (and without notice to you) suspend, terminate and/or change the terms of your access to the Platform and Services and/or suspend, terminate and/or change any of the content, features and functionality of the Platform and Services. You acknowledge and agree that EMF shall have no obligation to provide and/or reinstate any access, content, features or functionality, and that EMF shall have no liability to you for or in respect of any such suspension, termination or change.
    3. You may at any time immediately terminate your access to the Platform and/or use of the Services by written notice to EMF at community@emf.org. You acknowledge and agree that EMF shall have no obligation to provide and/or reinstate any access or use at any time, and that EMF shall have no liability to you for or in respect of any such termination of access and/or use.
  4. Data and visibility 
    1. EMF shall collect and process the personal data submitted in your Application (“Application Data”) and your Platform profile (“Platform Data”, together with the Application Data, the “User Data”): (i) for the purposes of operating the Platform, providing the Services, and managing your relationship with EMF in connection with the Platform and Services; (ii) to share with Zapnito and (directly or indirectly) Zapnito’s subcontractors for the purpose of the hosting of the Platform and Zapnito’s and its subcontrators’ associated services and other activities; and (iii) otherwise in accordance with EMF’s Privacy Policy.
    2. EMF may require that parts of the Platform Data (including your name and organisation) are completed as a condition of use of the Platform, and may provide you with options to add additional information to your Platform Data (including your photograph, contact details and biographical information). EMF may also provide you with an option to publish some or all Platform Data on the Platform, such that the relevant Platform Data is visible to other Users, on terms set out in EMF’s Privacy Policy. 
    3. You shall ensure that (at all times) all Application Data is truthful, accurate and complete, and that all Platform Data is truthful and accurate.
  5. Contributions
    1. Users may contribute content on parts the Platform designated by EMF, including by way of comments, questions, articles, abstracts, posters, images, audio and/or visual recordings and other material (“Contribution(s)”). You agree that:
      1. EMF has no obligation to publish or otherwise make or keep available any Contribution on the Platform, and that EMF may modify or remove any Contribution, in whole or in part, at any time, in its discretion;
      2. EMF shall not be liable to you for any use or misuse by you, EMF, or any third party, of any Contribution; and
      3. you shall not use the Platform, Services and/or any Contribution to promote any goods, services or business for profit or other commercial purposes and you shall not publish, post, upload, store, distribute or disseminate any Contribution that: (i) infringes the rights (including any Intellectual Property Rights or rights of privacy) of any third party; (ii) is or could be reasonably deemed unlawful, fraudulent, defamatory, plagiarised, obscene, pornographic, harmful, confidential, libellous, hateful, discriminatory, threatening or otherwise illegal or offensive; (iii) when published, posted, uploaded, stored, distributed or disseminated might constitute a criminal or civil offence; or (iv) is false or misleading ((i) to (iv) collectively, “Infringing Content”).
    2. You warrant that you own or have a licence to use, publish, post, upload, store, distribute and disseminate your Contributions and the Intellectual Property Rights in and to those Contributions. 
    3. You grant, and you represent and warrant that you have the right to grant, to EMF a non-exclusive, irrevocable, perpetual, transferable, sub-licensable, worldwide, royalty-free licence to copy, reproduce, display, make available, communicate to Users and the public, modify, edit, manage, distribute, store and publish any and all of your Contributions in all forms or media (whether now known or invented) for the purpose of or in connection with the Platform and/or Services (including the marketing and promotion of the Platform) and/or EMF’s charitable purposes. You waive any moral rights you may have in your Contribution. You further agree that EMF may continue to publish or otherwise make available your Contribution on the terms set out above even if your access to the Platform and/or Services has terminated.
    4. If your User Data contains any Intellectual Property Rights you confirm that EMF has the right to use those Intellectual Property Rights for any purpose related to the Platform and the Services.
  6. Third party content, resource and links
    1. You acknowledge that the Platform will contain Contributions and other content and resources provided by other Users and third parties (“Site Content”), and may also contain links to third party websites and resources (“External Content”). You acknowledge and agree that: (i) EMF may not actively monitor or moderate Site Content and you agree that EMF shall not be responsible or liable to you for or in respect of any such content (including Infringing Content); (ii) EMF has no control over External Content and shall not be responsible or liable to you for or in respect of any such content; and (iii) you view, use and/or visit any Site Content or External Content at your own risk.
    2. If you believe that any part of or content on the Platform and/or the Services infringes your Intellectual Property Rights or other rights, is defamatory to you, is Infringing Content, or is otherwise in breach of these Terms, please notify EMF at community@emf.org.
  7. User conduct 
    1. If you are an Organisational User, you agree that you shall maintain (until your access and use is terminated pursuant to clause 3) your Organisation’s approval for: (i) your use of the Platform and Services; and (ii) your Contributions. 
    2. You agree that you shall not:
      1. use or misuse the Platform or the Services in a way that causes or may cause damage to the reputation of EMF or any third party, or other offence or detriment to EMF or other Users of the Platform or Services;
      2. represent yourself as being employed by, associated, affiliated or connected with, or acting in partnership with EMF; 
      3. breach any laws, statutes, rules, regulations, guidelines, directives and codes applicable to you, or use or misuse the Platform in a way that causes EMF or any other User to breach any applicable law or regulation;
      4. copy, download, distribute, transmit, make available, communicate to the public or otherwise use any part of the Platform for any commercial purpose unless expressly authorised by EMF; 
      5. publish, post, upload, store, distribute or disseminate tool or function which solicits or harvests another User’s Credentials or any other User Data;
      6. introduce or allow the introduction to the Platform of viruses, trojans, worms, logic bombs or any other material which is malicious or technologically harmful, or attack the Platform via a denial-of-service attack or a distributed denial-of service attack;
      7. attempt to gain or enable or assist a third party in gaining or attempting to gain unauthorised access to the Platform, or any server, computer or database connected to the Platform; or
      8. unlawfully reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software of the Platform or the Services.
    3. You agree that you shall not post, advertise or otherwise use in any forum any link to the Platform.
    4. You agree that you shall comply with any relevant security requirements of EMF and/or Zapnito in relation to the Platform, including Zapnito’s security policy at community.zapnito.com/pages/security.
  8. EMF’s intellectual property rights
    1. You acknowledge and agree that EMF is the owner or the licensee of all Intellectual Property Rights in the EMF Materials and that nothing in these Terms creates or transfers to you any right or interest in the EMF Materials, subject only to clause 8.2.
    2. Without limiting the generality of clause 8.1, you agree that you shall not copy or download or otherwise use any EMF Materials (including EMF’s name of logo) without express permission from EMF. If EMF grants permission to copy, download or otherwise use any EMF Materials, that permission is granted on terms that you have a non-transferable, non-sublicensable, non-exclusive, royalty-free and revocable licence to use the relevant EMF Materials:
      1. solely for the purpose for which EMF grants the relevant permission, or in the absence of any stated purpose, to facilitate and develop your understanding of the circular economy; and 
      2. in accordance with any documentation or instructions given to you by EMF from time to time;

        and on terms that you shall not share or licence the EMF Materials, edit or adapt the EMF Materials, or sell or otherwise commercially exploit, the EMF Materials or use them for profit or commercial gain or for marketing or promotional purposes.
    3. EMF may immediately terminate the licence granted to you in clause 8.2 by written notice. Upon such termination, you must (immediately) return or destroy all copies of the EMF Materials.
  9. Exclusions and liabilities
    1. Nothing in these Terms excludes or limits EMF’s liability for anything that cannot be excluded or limited at law. Subject to the foregoing:
      1. EMF excludes all conditions, warranties, representations and other terms, whether express or implied, which may apply to the Platform and/or the Services, and you accordingly acknowledge and agree that EMF does not provide any promise or assurance that the Platform or Services or any element thereof is accurate, complete, of satisfactory quality or fit for any purpose; and
      2. you acknowledge and agree that EMF shall not be liable for any loss or damage (whether direct or indirect or arising under contract, tort, breach of statutory duty, or otherwise) even if foreseeable, arising under or in connection with your Application or use of the Platform and/or the Services, including without limitation in respect of: (i) access to, use of, availability of or inability to use the Platform; (ii) access to or use of or reliance on any Site Content; (iii) access to or use of or reliance on any External Content; (iv) loss of or damage to reputation, business or contracts; (v) a distributed denial-of-service attack, viruses or other technologically harmful material that infects your computer equipment, computer programs, data or other material; and/or (v) viruses that infect your internet enabled device or any other property used in relation to the Platform. 
    2. You agree to indemnify EMF (on EMF’s first demand from time to time) against any claims, liabilities, losses, damages, expenses, and proceedings suffered or incurred by EMF, or to which EMF is subject (including claims, liabilities, losses, damages and expenses by or to Zapnito), in connection with your use of the Platform or Services, any of your Contributions, and/or your breach of these Terms.
  10. General 
    1. The contract in these Terms between EMF and each User does not create any rights enforceable by any person who is not a party to it. EMF may transfer its rights and obligations under these Terms to another person or entity. You may only transfer your rights or obligations under these Terms with EMF’s prior written agreement. Failure by EMF to exercise or enforce any right does not prevent it from later exercising or enforcing that right. Each term of these Terms operates separately. If any court or competent authority decides that any term is unlawful or unenforceable, the remaining terms shall remain in full force and effect.
    2. These Terms and any non-contractual obligations arising out of them shall be governed by and construed in accordance with English law. You agree that any dispute arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the English courts.
    3. You acknowledge and agree that EMF may revise these Terms at any time. EMF shall endeavour to notify you of material revisions and shall post the revised Terms on the Platform. You agree that all revisions shall become effective and binding upon you upon the earlier of notice to you and posting on the Platform.