Last updated on: 18th June, 2018
Welcome, and thank you for your interest in Find Circles Ltd (“Utter,” “we,” or “us”) and our website at www.utter.be, along with our related websites, networks, applications, mobile applications, features and other software and services provided by us, as may be updated from time to time (collectively, the “App”). These Terms of Service are a legally binding contract between you (i.e., “User” or “you”) and Utter regarding your use of the App.
PLEASE READ THE FOLLOWING TERMS CAREFULLY.
Utter’s App Overview. The Utter mobile app is an online community built around voice sharing. Users are able to listen to voice shares (Utters) of others in their community as well as record and share their own. They will also be able to access voice shares from Utter experts offering insights, tips & guidance to help the community move forward. However, the App is not intended to provide or facilitate medical advice and is not a medical device. While certain information controlled, generated by, displayed within or stored in the App may relate to certain medical conditions or circumstances, the App is not designed, nor may you use it as, a device to detect, diagnose, treat or monitor any medical or health condition or to establish the existence or absence of any medical or health condition. Likewise, the App should not be relied upon as a substitute for consultations with qualified health professionals who are familiar with your individual medical needs, and Utter accepts no responsibility for any activity or course of action you choose to undertake as a result of using the App.
When visiting the App, you are able to listen to any of the voice shares available in the community you have chosen as well as being able to record and share your own voice share. You are not able to interact with other users in the app; you can only listen to their voice shares and choose to add a “reaction” from a list of text reactions provided by Utter. All users are anonymous within the Utter community and only their chosen username will be displayed as linked to their voice share if they have decided to share it to the community.
You acknowledge that any opinions, advice or recommendations contained in the App, or shared by other Users within the App, are not necessarily those of Utter or endorsed by Utter and any reliance you place on such opinions, advice or recommendations is at your sole discretion and risk.
Eligibility. You must be at least 18 years old to use the App. In addition, you must not have previously been suspended or removed from the App; you must comply with all applicable laws and regulations when registering and using the App, and you can only use the App for your personal use and not transfer the App to anyone else.
Accounts and Registration. To access the App, you must register for an account via Facebook where you can manage the information you decide to share with Utter. You will be asked to enter an anonymous username which will be displayed in the app as part of any voice share you agree to save to the community. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. If at any time you believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
We are not responsible for any losses or liabilities arising out of or in connection with any unauthorised use of the App. We have the right to disable any password, or other authentication information 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.
You can delete your account at any time in the App by following the steps indicated in your account.
Limited License. Subject to your complete and ongoing compliance with these Terms, Utter grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of any mobile application associated with the App obtained from a legitimate marketplace (whether installed by you or pre-installed on your mobile device by the device manufacturer) on a mobile device that you own or control; and (b) access and use the App.
License Restrictions. To the extent permitted under applicable law, you may not: (a) copy, reproduce, distribute, sub-license, publicly display, publicly perform or otherwise make available the App; (b) make modifications to the App; or (c) interfere with or circumvent any feature of the App, including any security or access control mechanism.
Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the App ("Feedback"), then you hereby grant Utter an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the App and create other products and services.
Ownership; Proprietary Rights. The App is owned and operated by Utter . The visual interfaces, graphics, design, logos and other marks, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements and content of the App ("Materials") provided by Utter are protected by intellectual property and other laws. All Materials included in the App and all intellectual property rights in the Materials are the property of Utter or its third party licensors. Except as expressly authorized by Utter , you may not make use of the Materials. Utter reserves all rights to the Materials not granted expressly in these Terms.
Third Party Services and Linked Websites. The App may also contain links to third party websites and services that we or you provide on the App. Linked websites and services are not under Utter ' control, and Utter is not responsible for their content and/or availability, or for their terms and conditions of use. Utter does not endorse any linked websites or services and your use of such websites and services is at your sole discretion and risk. You may link to our App, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it, but 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. You must not establish a link from any website that is not owned by you. You cannot create a link to any part of the App unless you have our written permission to do so. We reserve the right to withdraw linking permission with written notice. The website from which you are linking must comply in all respects with the content standards set out in our acceptable use policy. If you wish to make any use of material on or in the App other than that set out above, please address your request to email@example.com.
Third Party Software. The App may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third Party Components"). Although the App is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
- User Content and Interactions with other Users
- User Content Generally. Certain features of the App allow Users to upload content to the App, including and limited to voice memos (“User Content”) and to publish User Content on the App. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the App.
Limited License Grant to Utter. By posting or publishing User Content, you grant Utter a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed. This license is granted to Utter to which the User has subscribed but will be immediately deleted if either the user decides to delete their content OR if the user deletes their own account.
- Limited License Grant to Other Users. By posting or sharing User Content with other Users of the App, you grant those Users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the App.
- User Content Representations and Warranties. 1.1 Utter disclaims any and all liability in connection with User Content. You understand that all User Content publicly shared is the sole responsibility of the person from which such User Content originated. This means that you, and not Utter, are fully responsible and bear all risks and liabilities for all content that you upload, post, email, share, transmit or otherwise make available via the App.
By posting or publishing User Content, you affirm, represent, and warrant that:
- you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Utter and Users of the App to use and distribute your User Content as necessary to exercise the licenses granted by you in this section, in the manner contemplated by Utter, the App, and these Terms; and
- your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Utter to violate any law or regulation.
You understand that, when using the App, you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive any legal or equitable right or remedy you have or may have against Utter regarding User Content in that respect. If notified by a User or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, any form of copyright-infringing activities that take place in our App is considered a breach of these terms and may end in the termination of your account.
In addition, Utter may disclose User Content to third parties, including public authorities, if required to do so by law, or in good faith belief that such disclosure is reasonably necessary to (i) comply with a legal obligation; (ii) enforce these Terms of Service; (iii) respond to claims that any User Content violates the rights of third parties; or (iv) to protect the rights, property, or personal safety of Utter, Users, or the public.
Interacting with other Users. You are solely responsible for your interaction with other Users of the App, whether online or offline. You agree that Utter is not responsible or liable for the conduct of any of its Users.
Prohibited Conduct. BY USING THE APP YOU AGREE NOT TO:
- use the App for any illegal purpose or in violation of any local, state, national, or international law;
- post unauthorized commercial communications (such as spam) on the App;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
- post, upload, or distribute any User Content or other content that is unlawful, defamatory, libelous, or that a reasonable person could deem to be objectionable, profane, indecent, pornographic, harassing, intimidating, threatening, embarrassing, hateful, or otherwise inappropriate;
- perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other App account without permission;
- interfere with security-related features of the App, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; or (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the App except to the extent that the activity is expressly permitted by applicable law;
- interfere with the operation of the App or any Use' enjoyment of the App, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another User of the App; (iii) collecting personal information about another User or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the App;
- sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 5) or any right or ability to view, access, or use any Materials; or
- attempt to do any of the acts described in this Section 7 or assist or permit any person in engaging in any of the acts described in this Section 7.
Copyright Infringement. If you believe that any materials accessible via the App infringe your copyright, you may request removal of (or access to) those materials by contacting us at and providing us with the relevant information at the following address:
- Find Circles Limited
- Attn: Legal Department (Copyright Notification)
- Flat F
- 53 Lancaster Gate
- W2 3NA
- Email: firstname.lastname@example.org
Modification of these Terms. Utter reserves the right to change or update these Terms, or any other of our policies or practices, at any time, and will notify you by posting such changed or updated Terms on this page. Certain changes are necessary, for example to reflect changes in law or when we introduce new features to the App. Any changes or updates will be effective immediately upon posting to www.utter.be. We will consider that you agree to comply with the modified Terms if you continue to use the App. Under certain circumstances we may also elect to notify you of changes or updates to our Terms by additional means, such as pop-up or push notifications within the App or email. In addition, for material changes to these Terms, we will ask you to accept the modified terms.
Term, Termination and Modification of the App.
- Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the App, and ending when terminated as described in Section 11.2.
- Termination. If you violate any provision of these Terms, we reserve the rights to terminate your account and these Terms. In addition, Utter may, at its sole discretion, terminate these Terms or your account on the App, or suspend or terminate your access to the App, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by deleting your account or contacting us at email@example.com. Upon termination of these Terms, (a) your license rights will terminate and you must immediately cease all use of the App, and (b) you will no longer have access to your account.
- Modification of the App and the programmes available on the App. Utter reserves the right to modify or discontinue the App at any time (including by limiting or discontinuing certain features of the App), temporarily or permanently, without notice to you. Utter will have no liability for any change to the App or any suspension or termination of your access to or use of the App. While we take pride in our expert-designed programmes, unexpected events do occur. Utter reserves the right to cancel, interrupt, or reschedule any programme or to modify any programme content if necessary. Programmes offered are subject to the Disclaimers and Limitation of Liability sections below.
Indemnity. You are responsible for your use of the App, and you will compensate Utter and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Utter Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) your use of, or misuse of, the App; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party, including any third party claim relating to your User Content. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
Disclaimers. THE APP AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE APP ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. UTTER DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE APP AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE APP, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. UTTER DOES NOT WARRANT THAT THE APP OR ANY PORTION OF THE APP, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE APP, WILL BE UNINTERRUPTED, SECURE, ACCURATE, UP TO DATE OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND UTTER DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE APP or UTTER ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE APP WILL CREATE ANY WARRANTY REGARDING ANY OF THE UTTER ENTITIES OR THE APP THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE APP AND YOUR DEALING WITH ANY OTHER APP USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE APP AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE APP) OR ANY LOSS OF DATA.
WE ONLY SUPPLY THE APP FOR DOMESTIC, PERSONAL AND PRIVATE USE. YOU AGREE NOT TO USE THE APP FOR ANY COMMERCIAL, BUSINESS OR RESALE PURPOSES, AND WE HAVE NO LIABILITY TO YOU FOR ANY LOSS OF BUSINESS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS OPPORTUNITY
HOWEVER, UTTER DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT CIRCLES IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE UTTER ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR FOR ANY DAMAGES FOR LOSS OF PROFITS, GOODWILL, DATA OR ANY INTANGIBLE LOSS ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE APP OR ANY MATERIALS OR CONTENT ON THE APP, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY UTTER ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE UTTER ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE APP OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO UTTER FOR ACCESS TO AND USE OF THE APP IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) £100.
NOTHING IN THESE TERMS WILL LIMIT OR EXCLUDE OUR LIABILITY FOR (A) DEATH OR PERSONAL INJURY RESULTING FROM OUR NEGLIGENCE, (B) FRAUD OR FRAUDULENT MISREPRESENTATION, AND/OR (C) ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
NOTHING IN THESE TERMS RESTRICTS ANY LEGAL RIGHTS YOU MAY HAVE AS A CONSUMER.
Governing Law. These Terms are governed by English law. You and Utter submit to the non-exclusive jurisdiction of the English courts, which means that if you live outside of England, you can bring proceedings in your local courts or the English courts.
Additional Terms. Your use of the App is subject to all additional terms, policies, rules, or guidelines applicable to the App or certain features of the App that we may post on or link to from the App (the "Additional Terms"). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
Contact Information.The App is offered by Find Circles LTD (company number 10107130) located at Flat F, 53 Lancaster Gate, London W2 3NA. You may contact us, including, for example if, you want to learn more about the App, if you have any problems using it or if you want to provide feedback on the App, by sending correspondence to that address or by emailing us at firstname.lastname@example.org. If you would like to access a copy of these Terms to save or print for future reference then please request this by emailing email@example.com.
If we have to contact you we will do so by email using the contact details you have provided to us.
Notice Regarding Apple. This Section 19 only applies to the extent you are using our mobile application on an iOS device. You acknowledge that these Terms are between you and Utter only, not with Apple Inc. ("Apple"), and Apple is not responsible for the App or the content thereof. Apple has no obligation to furnish any maintenance and support services with respect to the App. If the App fails to conform to any applicable warranty, you may notify Apple and Apple will refund any applicable purchase price for the mobile application to you; and, to the maximum extent permitted by applicable law, Apple has no other warranty obligation with respect to the App. Apple is not responsible for addressing any claims by you or any third party relating to the App or your possession and/or use of the App, including: (a) product liability claims; (b) any claim that the App fails to conform to any applicable legal or regulatory requirement; or (c) claims arising under consumer protection or similar legislation. Apple is not responsible for the investigation, defense, settlement and discharge of any third party claim that the App and/or your possession and use of the App infringe a third part' intellectual property rights. You agree to comply with any applicable third party terms when using the App. Apple and Appl' subsidiaries are third party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third party beneficiary of these Terms. You hereby represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.