Terms & Conditions

By accessing or using this website (the “Site”), from the Spirited Network (“Spirited Network”, “We” or “Us”), you agree to be legally bound by these terms of use, including without limitation the disclaimers set forth below, (collectively, the “Terms”) just as if you had signed this agreement. If you do not agree to these Terms, you should not use the Site. We reserve the right, in our sole discretion, to change, modify, add or remove portions of these Terms at any time. You should check these Terms periodically for changes, as by using the Site after we post any changes to these Terms, you are agreeing to accept those changes, whether or not you have reviewed them. These Terms may be supplemented by additional terms and conditions pertaining to specific content and activities. You agree and understand that such additional terms and conditions are hereby incorporated by reference to these Terms.

THE SITE DOES NOT PROVIDE MEDICAL ADVICE: The Site and any Content displayed thereon are not intended as a substitute or recommendation for professional medical advice or a referral to any Healthcare Provider (as defined below) and is not intended to be relied upon for medical diagnosis or treatment.

Spirited Network Volunteer Platform/Help Portal

1. About these terms

1.1 These are our terms of use. They set out the terms of the agreement between you and us, whether you use our Service as a Volunteer, as a Help Seeker, as a Community Organisation, or both.

1.2 By using the Service, you are deemed to accept these terms and conditions and agree to act in accordance with them.

1.3 Certain words and phrases used in these terms have defined meanings. Those definitions are set out below:

Community Organisation means any person who uses our Service as a community organisation (whether a charity, voluntary and community group, social enterprise, business, retail outlet, public bodies or other form of organisation within a community), posting Help Requests/Tasks to be performed by Volunteers as they may from time to time agree;

Help Seeker means any person who uses our Service as a Helper Seeker, signing up to request help and create Help Requests or Tasks for Volunteers;

Service means our platform and site providing volunteer management tools and an online matching marketplace to match those looking for help with those offering it; and

Task means a task, in whole or in part, submitted to our Service by a Community Organisation, with a view to its being performed by a Volunteer;

Volunteer means any person who uses our Service as a Volunteer, signing up to perform and performing Tasks for Community Organisations or fulfilling Help Requests for Help Seekers as they may from time to time agree;

User means any user of our Service, whether a Community Organisation, Help Seeker or a Volunteer.

2. Our Service as a Volunteer-Help seeker management platform and our role

2.1 Our Service is as a matching marketplace, bringing Volunteers, Help Seekers and Community Organisations together. Community Organisations and Help Seekers can submit Help Requests/Tasks to the Service setting out what they need and when they need it and, if we accept it, we will enable them to choose volunteers to perform the Task/fulfil the Help Request.

2.2 Our role is to provide the platform facilitating those exchanges, not to broker them and we are not party to any agreement between Volunteers, Help Seekers and Community Organisations for the performance of Tasks/fulfilment of Help Requests. Subject to a few requirements inherent to using our Service, which we set out in clause 6, Volunteers and Community Organisations are free to agree between each other on any terms they wish via the Service.

2.3 We are unable to implement a more advanced vetting procedures or run certain background checks than our initial checks, and so, as a platform, we cannot take responsibility for the accuracy or completeness of information that our Users provide about themselves. When dealing with another User of our Service, whether as a Community Organisation, Help Seeker or as a Volunteer, you must exercise at least the level of caution and care that a reasonable person in your position would exercise when dealing with strangers, especially if you are arranging to meet face to face. We do not have a more advanced vetting procedure or carry out any background checks, and, while our terms require Community Organisations using the Service to carry out checks, we have no responsibility for doing the same. We do have strict Guidelines which we ask all Users to follow. YOU CAN SEE THEM HERE:

2.4 Nothing about these terms or our Service is intended to create any obligation of exclusivity or any minimum performance requirement. You are free to volunteer or seek volunteers anywhere else as you see fit, and nothing obliges you to submit or agree to Tasks/Help Requests through our Service.

2.5 We are currently offering the service free of charge to the Volunteer, Help Seeker and the Community Organisation. We reserve the right at any time to introduce small fees for using the Service should we deem it necessary in order to maintain our service.

3. Your responsibilities generally

3.1 When you create an account with us, we ask you to choose a password to protect your account. You must keep that password safe, and you must not share it with anyone else. If you think someone else might know your password, you must change it straight away. You are solely responsible for all actions taken on our Service using your account.

3.2 Whether you use our Service as a Volunteer, Help Seeker or as a Community Organisation, we also ask you to provide us with certain information about you, such as your phone number and your email and post code/address. That information must be true, complete and current, and you must ensure that you keep it up to date. You may not create an account with us using an assumed name or someone else’s identity unless you have permission from them to do so (e.g. creating an account for your grandparent if they ask you to).

3.3 We may ask you for text and/or photos about you or your Community Organisation to upload onto the Service which other Users can see. You must ensure that you have all the necessary rights to use that material and to share it with us and with other Users of our Service, and you must ensure that material does not contain anything:

3.3.1 which is a trade secret or otherwise confidential; or

3.3.2 which is unlawful, offensive, obscene or defamatory.

3.4 If you leave feedback about other Users, that feedback must, where it contains opinions, be a fair assessment based on your own experience of dealing with that User. Where it contains statements of fact, those facts must be true. We reserve the right to remove feedback at our sole discretion. You have the ability to Report Users on the platform to us and we will take appropriate action.

3.5 Our Service provides access to a messaging system that allows us to communicate with Users. Help Seekers, Volunteers and Community Organisations who are connected for the performance of a Task/fulfilment of a Help Request may also communicate outside of our Service. Whenever you communicate with us through the Service, or other Users outside of but in connection with the Service and/or a Task/Help Request, you must not abuse or threaten them, use discriminatory language (such as racial slurs) to them, mislead them or make them promises you do not intend to keep. We reserve the right to terminate or suspend your account immediately in response to complaints about your conduct towards other Users.

3.6 We own or are licensed to use the intellectual property rights in our Service, including our branding and the underlying technologies. We grant to you a non-exclusive, revocable, royalty-free, non-sublicensable licence to use our Service in accordance with these terms for as long as your account remains active. You may not make any use of or exploit in any way any of our intellectual property rights except to the extent permitted by this clause 3.6.

3.7 You must not use our Service for any unlawful purpose. In particular, you must not use our Service to launder money, avoid sanctions or capital controls, pay or receive bribes, or to do anything in connection with the proceeds of crime. We reserve the right to monitor your use of the Service to ensure it is used lawfully.

3.8 Where another User shares with you in the context of the Service, information which they describe as confidential, or which is obviously confidential, you must not share that information with anyone else without their permission, unless you are required to do so by law. You must not post any confidential information (whether yours or another User’s) in any area of the Service which is visible to Users generally, and we will not have any liability if you do.

4. Your particular responsibilities as a Volunteer

4.1 When you create your account with us and indicate that you want to be a Volunteer, we will ask you to provide us with a short description of yourself and to provide us with relevant information about what kinds of requests you would like to help with, your skills, availability and your location. That information can be used to match you with potential Tasks/Help Requests and to give you the opportunity to be considered for the performance of such Tasks, so you must ensure that the information you give to us is accurate and current, and you must keep it up to date.

4.2 We will inform you once you have been matched to a Help Request or Task and the Help Seeker or Community Organisation has made an offer in return for you performing the Task. You can also reach out to public help requests or Community Organisations whose details are listed directly.

4.3 If you agree with a Help Seeker or Community Organisation that you will fulfil a Help Request/perform a Task for them, you must fulfil that Help Request/perform that Task with reasonable care and skill and in accordance with (and otherwise comply with) our Guidelines and any reasonable instructions received from that Help Seeker Community Organisation.

4.4 You are responsible for ensuring that you perform that Task or fulfil that Help Request in accordance with applicable laws. This includes ensuring that any personal data you receive during the course of performing the Task or fulfilling the Help Request is treated confidentially and is not disclosed to any other person.

4.5 You must not accept to fulfil a Help Request or perform a Task for a Help Seeker or Community Organisation unless, based on the information which the Help Seeker Community Organisation has provided, you are reasonably satisfied that you have the availability, skills, knowledge, resources and experience to fulfil that Help Request or perform that Task to the required specifications, standard and timeframe.

4.6 When helping with a Help Request or Task during the outbreak of COVID-19, you will behave in a manner compliant with our Guidelines and all applicable law and guidance from national authorities in your country and the WHO relating to your interactions with other individuals, which may include (but is not limited to):

4.6.1 withdrawing yourself from the Service if you are feeling at all unwell;

4.6.2 washing your hands regularly, using soap and water for at least 20 seconds or using hand sanitiser;

4.6.3 covering your mouth and nose with a tissue or your sleeve (not your hands) when you cough or sneeze;

4.6.4 putting used tissues in the bin immediately and washing your hands afterwards; and

4.6.5 providing information on who the beneficiary of the Task or Help Request should call if they feel unwell.

4.7 You must not offer to perform, or describe yourself as able to perform, any service, Help Request or Task which is unlawful.

4.8 You are a volunteer, not our employee or an employee of any Help Seeker or Community Organisation, and you must not mislead anyone about your status.

4.9 You are responsible for your own costs and expenses in performing Help Requests Tasks, unless it is agreed with the Help Seeker or Community Organisation otherwise.

4.10 You are responsible for and will indemnify us in respect of any income tax, any National Insurance and social security contributions, and any other similar liability which arises as a result of your fulfilment of Help Requests, performance of Tasks and use of the Service (and any penalty, fine or interest arising out of any of them), to the fullest extent permitted by applicable laws.

4.11 You will not respond to any suspicious Help Request/Task posts, attend to any suspicious Help Requests/Tasks or apply for Help Requests/Tasks that you feel are unsafe or inappropriate.

5. Your particular responsibilities as a Community Organisation or Help Seeker

5.1 When you submit a Help Request or Task to our Service, you must include all information which the Volunteer reasonably requires to fulfil the Help Request or complete the Task, including (but not limited to) your timing requirements.

5.2 When you submit a Help Request/Task, it must:

5.2.1 be voluntary (that is, something that anyone can do by choice without coercion);

5.2.2 be non-discriminatory (that is, something that can be performed by anyone with the required skills and availability that fits your Help Request/Task Requirements and Preferences);

5.2.3 confirm the safeguarding requirements that the Volunteer will need to undergo, including (but not limited to) a Disclosure and Barring Service (DBS) check at a level appropriate for the Help Request or Task being performed.

5.2.4 be removed promptly if it becomes unavailable;

5.2.5 not be a Help Request/Task which it would (in whole or in part) be unlawful to perform;

5.2.6 contain any material which is defamatory of any other person, or contain any material which is obscene or offensive in our opinion;

5.2.7 promote discrimination based on race, gender, religion, nationality, disability, sexual orientation or age, or promote religious or political beliefs;

5.2.8 contain misleading or deceptive statements or omissions or misrepresent your identity or affiliation with any person;

5.2.9 be likely to harass, upset, embarrass, alarm or annoy any other person; or

5.2.10 be likely to disrupt the Service in any way,

5.3 You must not submit a Help Request/Task which is, or which could be interpreted as, an offer of employment. Volunteers are volunteers, not contractors or your employees, and you must not treat them as such. We are not responsible for any tax, National Insurance or similar liability, or any resulting cost, which you may incur as a result of HMRC finding that a Volunteer is your employee.

5.4 Community Organisations will themselves be responsible for ensuring that prior to performance of any Task, each selected Volunteer is of fit and proper character to undertake such Task (this may include, but is not limited to, ensuring that the Volunteer has recently undertaken a Disclosure and Barring Service (DBS) check at a level appropriate for the Task being performed). This must be established by Community Organisations themselves before a Volunteer is assigned to any Tasks and must be monitored so as to ensure the status or suitability of the Volunteer does not fall below the requisite standards. This clause does not apply to individual Help Seekers.

5.5 We reserve the right to remove from our Service any Help Requests/Tasks which you submit in breach of these terms.

5.6 You may upload your database of your existing volunteers to the Service provided that:

5.6.1 you warrant that you have the necessary notices and lawful basis in place to lawfully share any personal data relating to those existing volunteers with Us as a data controller for use in relation to the Service;

5.6.2 you provide existing volunteers whose personal data you share with us with full information about any processing of their personal data that may take place in relation to the Service;

5.6.3 you ensure that you put in place appropriate technical and organisational measures to protect any personal data in transit when sharing it with us.

5.7 To the extent you share any personal data under clause 5.6 above, we will use it in accordance with our Privacy Policy.

5.8 You must not use the Service to upload or send to any Volunteer any special category data, including health data.

5.9 If you use the Service to share the personal data of any third party with a Volunteer, you warrant that:

5.9.1 you have the necessary notices and lawful basis in place to lawfully share any personal data relating to such third party with us as a data controller for use in relation to the Service; and

5.9.2 you will inform any third party whose personal data you share using the Service that their personal data will be processed by us, and direct them to our Privacy Policy.

6. Code of conduct between Community Organisations, Help Seekers and Volunteers

6.1 You agree to comply with our Guidelines and the following code of conduct between you and a Community Organisation, Help Seeker or Volunteer (as the case may be) made through our Service:

6.1.1 the scope of the Help Request/Task to be performed will be as described and agreed through the Service;

6.1.2 the Community Organisation, Help Seeker and the Volunteer are independent of each other and nothing agreed between the Community Organisation, Help Seeker and the Volunteer will create any relationship of partnership, agency or employment between them;

6.1.3 Volunteers will never share any personal data of any third party through the Service in relation to a Help Request/Task;

6.1.4 if the Help Request/Task is an in-person task, you should try to start the Help Request/Task at a public meeting point, rather than at a private address where possible and if it is at a private address please follow our Guidelines;

6.1.5 you will report any User or content that violates these terms and conditions or anyone who sends you unwanted or inappropriate communications;

6.1.6 we at all times reserve the right under clause 5.5 to remove the Help Request/Task from our Service because it breaches these terms; and

6.1.7 the relationship between the Community Organisation and the Volunteer will be governed by the laws of England and Wales.

7. Amending or cancelling a task

7.1 Should a Help Seeker or Community Organisation need to make changes to a Help Request/Task (e.g. timing for completion of the Task), the Help Seeker or Community Organisation must contact the Volunteer and us as soon as possible (if possible, not less than two hours in advance to the start of the Help Request/Task). This will enable us to find alternative Volunteers if necessary and possible.

7.2 If a Help Seeker or Community Organisation wishes to cancel a Help Request/Task, a Help Seeker or Community Organisation can delete it on our platform but must contact the Volunteer and us, so we all know. This will hopefully prevent any unnecessary travel and other expenses being incurred.

8. Our rights and responsibilities generally, and our liability to you

PLEASE READ OVER THIS SECTION CAREFULLY AS IT SETS OUT TERMS THAT EXCLUDE AND/OR LIMIT OUR LIABILITY

8.1 We operate the Service, which you use entirely at your own risk. You agree to assume all responsibility in connection with choosing any volunteer, whether or not you obtained information about such volunteer on or through the Site. You specifically acknowledge and agree that Spirited Network is not responsible or liable for any advice, treatment or other services rendered by any volunteer, or for any claims (malpractice or otherwise) that may arise directly or indirectly from any such advice, treatment or other services.

8.2 We will use reasonable endeavours, at our sole discretion, to keep the technology powering the Service operational, allowing for appropriate maintenance windows and acknowledging that a certain amount of unscheduled downtime is inherent in web-based services such as the Service, and we will perform the Service using reasonable skill and care. We offer no other warranty in respect of the Service, and all warranties which would otherwise be implied into these terms by operation of law are excluded to the fullest extent permitted.

8.3 We may add or remove features from the Service from time to time. We will use reasonable endeavours, at our sole discretion, to inform you of changes to features of the Service likely to have a significant impact on how you use it.

8.4 We do not perform Help Requests/Tasks. We are not responsible for Volunteers’ fulfilment of Help Requests or performance of Tasks.

8.5 The information provided to us by Volunteers, Help Seekers and Community Organisations in connection with the Service may contain inaccurate information. We do not accept any liability for such inaccuracies and we do not warrant that any information provided via the Service is correct and we do not warrant the accuracy or completeness of such information.

8.6 In order to ensure that our risk is maintained at a level that is commercially viable, and in line with the limited fees which we may charge for the Service from time to time, our liability to you is limited or excluded as follows:

8.6.1 we will have no liability to you for any loss of revenue, loss of opportunity, loss of profit, increased cost, replacement cost, account of our profit, loss of or damage to reputation or loss of or damage to data, nor for any indirect or consequential loss; and

8.6.2 otherwise, our total liability to you arising under or in connection with these terms or the Service, regardless of the legal theory of liability, is limited to an amount equal to [one pound sterling (£1)].

8.7 You agree to compensate us and our respective directors, officers, employees, volunteers and applicable third parties in full from and against all third party claims, liabilities, losses and expenses (including reasonable legal fees) suffered by such persons arising out of, or related to or which may arise from any breach by you of any term of these terms and conditions.

8.8 We may suspend or terminate your account with us immediately:

8.8.1 if you breach these terms;

8.8.2 if we reasonably believe it is necessary to protect our interests or those of other Users;

8.8.3 if you become bankrupt or insolvent; or

8.8.4 if you die or otherwise become incapable of performing your obligations under these terms.

9. Other important terms

9.1 These terms contain the whole of the agreement between you and us relating to the Service.

9.2 No representation or other pre-contractual statement will have any legal effect unless (and solely to the extent that) it is repeated in these terms.

9.3 Nothing in these terms will create any relationship of partnership, agency or employment between us.

9.4 No waiver of any of these terms will be valid unless we agree it in writing.

9.5 Neither party will have any liability for its failure to perform its obligations under these terms if and to the extent that failure is caused by a reason beyond its reasonable control.

9.6 Article 10 of Directive 2000/31/EC will not apply to these terms.

Spirited Thanks

1. No Endorsement

1.1 Through the Site, Spirited Network allows unaffiliated third parties such as members of the public to share appreciation/thank you messages or positive stories in order to show their appreciation for those who have  dedicated themselves to helping keep us all safe in the face of adversity by providing vital services and working on the frontline (e.g. from doctors, nurses, paramedics, scientists, GPs, porters and pharmacists in the healthcare system to carers, emergency services workers, police and military personnel, shopworkers and supermarket staff, cleaners, refuse collectors, farmers, delivery staff, caterers, teachers, transportation and logistics staff, volunteers and many more other key workers and critical personnel) (collectively, the “Key Workers”).

1.2 Spirited Network does not recommend or endorse any Key Worker or Organisation whose information appears on the Site. Spirited Network is only an intermediary that provides the Site to allow third parties to share positive stories, thank you messages and other gratitude content regarding Key Workers, Organisations and more. No Content or other information contained on the Site should be construed as a recommendation or endorsement of a Key Worker or Organisation. The Content and other information on the Site include statements of opinion, which are not statements of fact or our recommendations to utilize the services of any specific Key Worker or Organisation. You should obtain any additional information necessary to make an informed decision prior to working with any specific Key Worker or Organisation, where applicable. The opinions expressed on Site are those of our third party users and not Spirited Network’s. We do not offer advice regarding the quality or suitability of any Key Worker or their employers or Organisations.

2. Content

2.1 You and other users of the Site may submit text, image, video, audio or other Content (as defined herein) to the Site subject to compliance with these Terms.

2.2 You acknowledge and agree that by uploading, entering or otherwise submitting any content to the Site, including but not limited to any thank you messages, appreciation posts, positive stories, gratitude moments, comments, ideas, suggestions, improvements, graphics, feedback, illustrations and other materials (“Content”) you:

2.3 You further acknowledge and agree that your Content is provided by you without any restrictions or expectations of confidentiality (except as set forth in our Privacy Policy), does not contain proprietary information or any personal health information and is true and accurate and your original work of authorship. We have no obligation to retain or provide you with copies of your Content.

3. Privacy

3.1 We are committed to protecting the privacy and security of your personal information. All personal information that you provide to create an account on the Site, as applicable, or through use of the Site, is provided voluntarily and will be processed in accordance with our Privacy Policy. Please review our Privacy Policy, which is incorporated into these Terms by this reference.

3.2 You acknowledge and agree that you will not provide any Content that contains personal information (i) that you do not wish to share with the public or on the Site, or (ii) of any third party without their permission. You further agree that you will not provide any Content that would subject Spirited Network to compliance with the US Health Insurance Portability and Accountability Act or other equivalents in other countries. You acknowledge and agree that Spirited Network will not be responsible for any resulting liabilities arising from a violation of the foregoing.

4. Prohibited Use

4.1 You are not authorized to use the Site, or provide any Content, if you are under the age of 13, unless you have parental/guardian’s consent. If you are under 18 years old (or the applicable age of majority in your jurisdiction, if different), you may use the Site only with the approval of your parent or guardian.

4.2 You agree not to use the Site or cause or permit the Site to be used or provide any Content:

• so as to subject Spirited Network to compliance with the US Health Insurance Portability and Accountability Act or other equivalents in other countries;

• to impersonate any other person or entity;

• which may be deemed in any way to be objectionable, inappropriate, false, misleading, offensive, indecent, defamatory, libellous, and /or infringing (allegedly or in-fact) upon the intellectual property, privacy and/or publicity rights of another party or violates or advocates the violation of any law or regulation. Spirited Network and its licensors, in their sole discretion, fully reserve and retain the right to modify and/or remove any Content which violates the terms of this section, without notice as further set forth herein;

• to distribute download, upload and/or transmit any Content (whether through text, video, picture, hyperlink or otherwise) that identifies another person without that person’s permission or consent;

• so as to jeopardize or prejudice the operation, quality or integrity of the Site, or the operation, quality or integrity of any telecommunications network;

• for any commercial purpose including any direct marketing, surveys, contests or pyramid schemes, nor to use the Site to participate in or cause others to participate in sending chain letters, junk e-mail, spam, duplicative or unsolicited messages, advertising or promotional material;

• to harvest or otherwise collect information about others, including e-mail addresses, without their consent;

• to distribute, download, upload or transmit any material which contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs; or

• contrary to the terms and conditions of any Internet Service Provider whose services you may use.

5. Removal of Content

5.1 Spirited Network reserves the right, in its sole discretion, to remove any Content posted on the Site at any time. Without limiting the generality of the foregoing, Spirited Network reserves the right to review and delete or remove from public view on the Site and delete from any other media or server where Content may be stored or displayed by or on behalf of Spirited Network, any Content which Spirited Network in its sole discretion considers illegal, offensive, obscene, abusive, harassing, commercial in nature, infringing, inappropriate or otherwise violates these Terms.

6. Copyright Complaints

6.1 Spirited Network respects the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you should notify Spirited Network of your infringement claim in accordance with the procedure set forth below

6.2 Spirited Network will process and investigate notices of alleged infringement and will take appropriate actions under the Digital Millennium Copyright Act (“DMCA”) and other applicable intellectual property laws with respect to any alleged or actual infringement. A notification of claimed copyright infringement should be emailed to Spirited Network’s Copyright Agent at [contact@spirited.network] (Subject line: “DMCA Takedown Request”).

6.3 To be effective, the notification of claimed copyright infringement must be in writing and contain the following information:

• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

• a description of the copyrighted work or other intellectual property that you claim has been infringed;

• a description of where the material that you claim is infringing is located on the Site, with enough detail that we may find it on the Site;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;

• a statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.

6.4 Counter-Notice: If you believe your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to upload and use the content in your Content, you may send a written counter-notice containing the following information to the Copyright Agent:

• your physical or electronic signature;

• identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;

• a statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and

• your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the courts of England and Wales and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

6.5 If a counter-notice is received by the Copyright Agent, Spirited Network will send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 to 14 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at our sole discretion.

6.6 Repeat Infringer Policy: In accordance with the DMCA and other applicable law, Spirited Network has adopted a policy of terminating, in appropriate circumstances and at Spirited Network’s sole discretion, users who are deemed to be repeat infringers. Spirited Network may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

7. Fees

7.1 The Site is currently provided to you for free. However, certain services Spirited Network provides may have associated fees; please read the terms of use for those services prior to use to determine if fees are applicable.

8. Intellectual Property

8.1 Subject to these Terms, Spirited Network grants you a non-exclusive, non-transferable, limited right to access and use the Site and the material displayed thereon. However, no right, title, or interest in any such materials will be granted or transferred to you as a result of any permitted use of such materials.

8.2 All materials incorporated in or accessible through the Site, including, without limitation, text, videos, photographs, images, graphics, illustrations, logos, button icons, audio clips, video clips, software, and other content, and the compilation, collection, arrangement, and assembly thereof (including the look and feel of the Site), are protected by United States, United Kingdom, European, Irish and international copyright laws, and are owned, controlled or licensed by Spirited Network, or by the original creators of such materials or their permitted licensors. Such materials may be used only for viewing the Site in the ordinary course. Any other use of such materials, including any copying, reproduction, modification, sale, distribution, extraction, re-utilization, transmission, republication, downloading, display, posting, performance, or other exploitation thereof by any means or medium without the prior written permission of the copyright owner is strictly prohibited.

8.3 Any registered trademark of Spirited Network may not be used without prior written permission from Spirited Network. In the event such permission is granted, Spirited Network trademarks shall not be used in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits Spirited Network and shall be subject to any further restrictions as Spirited Network deems appropriate in its sole discretion.

9. Links

9.1 The Site may contain links to third party websites. Spirited Network is not responsible for the content of linked third party sites and does not make any representations regarding the content or accuracy of materials on such third party websites. If you decide to access linked third-party websites, you do so at your own risk and in accordance with the prevailing terms and conditions of such third party sites.

Spirited Network PPE Project & Critical Equipment Matching

1. Disclaimer – Buyer/Supplier Beware 

1.1 Whilst we try very hard to make this Site as accurate and useful as we can, because we cannot make any guarantees with 100% certainty regarding the suppliers or the products they supply, the purchasers or the uses they will make for such products, we recommend you (i) do your own diligence regarding the supplier before your order products on top of our own due diligence, (ii) physically inspect products ordered from suppliers before taking possession, and (iii) only provide products to purchasers that will use such products for the intended purpose. You may also want to consider using an escrow service that permits you to release payment to the supplier only after you have physically inspected the product.

2. References to Third Party Sites

2.1 We reference certain third party sites on the Site. You acknowledge and agree that Spirited Network will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any information, materials, products, or services contained on or accessible through these third party sites.

3. Use of Data

3.1 Spirited Network will use the data and information you provide to connect healthcare providers and intermediaries to suppliers. In the future, we may make supplier information publicly available as a service to healthcare providers or intermediaries. Any supplier providing information through the Site hereby consents to the publication of such information.

4. For Suppliers

4.1 Suppliers listed on our Site hereby represent and warrant to Spirited Network that all information provided to us is true and correct and agree that they will provide their products to purchasers in accordance with all applicable laws and regulations. Each such supplier hereby agrees to indemnify and hold harmless Spirited Network from any claims, losses, damages, liabilities, and costs including legal fees and expenses, arising out of its supply of products to any purchaser referred to it through the use of the Site.

5. For Purchasers or any other Intermediaries

5.1 Purchasers or any other Intermediaries making purchases on our Site hereby represent and warrant to Spirited Network that all information provided to us is true and correct and agree that all products purchasers or otherwise secured through use of this Site will be used for the purpose for which is agreed between purchaser, any intermediary and supplier. Each such purchaser or intermediary hereby agrees to indemnify and hold harmless Spirited Network from any claims, losses, damages, liabilities, and costs including legal fees and expenses, arising out of its purchaser of or other access to products to any purchaser referred to it through the use of the Site.

6. Arbitration

6.1 ANY DISPUTE BETWEEN YOU AND SPIRITED NETWORK MUST BE RESOLVED BY BINDING ARBITRATION THAT REPLACES THE RIGHT TO GO TO COURT BEFORE A JUDGE OR A JURY, AND MAY LIMIT YOUR RIGHTS TO DISCOVERY OR TO APPEAL. YOU WILL NOT BE ABLE TO BRING A CLASS ACTION OR OTHER REPRESENTATIVE ACTION IN COURT, NOR WILL YOU BE ABLE TO BRING ANY CLAIM IN ARBITRATION AS A CLASS ACTION OR OTHER REPRESENTATIVE ACTION. The Courts of England and Wales will administer the arbitration.

General

1. Disclaimer of Warranties

1..1 SPIRITED NETWORK DOES NOT ENDORSE ANY USER OF THE SITE, KEY WORKER, KEY WORKER SERVICE PROVISION FIRM, HEALTHCARE PROVIDER, ORGANISATION OR ANY CONTENT POSTED BY ANY USER (INCLUDING, WITHOUT LIMITATION, ANY OPINION, RECOMMENDATION OR ADVISE EXPRESSED BY ANY USER OF THE SITE OR PROVIDER).

1.2 YOUR USE OF THE SITE AND THE CONTENT IS AT YOUR OWN RISK. THE SITE AND CONTENT MAY INCLUDE TECHNICAL INACCURACIES AND/OR ERRORS. SPIRITED NETWORK MAY MAKE CHANGES OR IMPROVEMENTS THERETO AT ANY TIME WITHOUT NOTICE. THIS SITE IS PROVIDED BY SPIRITED NETWORK ON AN “AS IS” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, SPIRITED NETWORK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPATABILITY, SECURITY, ACCURACY OR INFRINGEMENT, AND ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, RELIABILITY, COMPLETENESS, QUALITY, PERFORMANCE OR SUITABILITY OF THE SITE, OR THE CONTENT.

1.3 SPIRITED NETWORK NOR ANY OF OUR RESPECTIVE LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT THE SITE OR ANY FUNCTION CONTAINED IN THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR THE SERVERS THAT MAKE THE SITE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

1.4 SPIRITED NETWORK DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS INCORPORATED IN THE SITE, OR ANY THIRD-PARTY SITE ACCESSED THROUGH THE SITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY, OR OTHERWISE AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH PRODUCT, OFFERING, CONTENT OR MATERIAL.

1.5 THESE DISCLAIMERS APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.

2. Indemnification

2.1 You agree to defend (at Spirited Network’s option and at your sole expense), indemnify, and hold Spirited Network harmless from any damages, losses, costs, or expenses, including reasonable attorneys’ fees, which Spirited Network may incur as a result of your use of the Site, including without limitation any claims arising from or relating to your Content.

3. Limitation of Liability

3.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT (TO THE FULLEST EXTENT PERMITTED BY LAW) WE AND OUR AFFILIATES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM:

3.2 IN NO EVENT WILL SPIRITED NETWORK BE LIABLE FOR ANY DAMAGES, LOSSES, OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE) RELATED TO THE SITE. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS THE DISCONTINUATION OF YOUR USE OF THIS SITE.

3.3 Spirited Network is not responsible for any injury and or damage to any individual either directly or indirectly as a result of any information or Content published on the Site. The accuracy of the information is not guaranteed and does not constitute business or other professional advice and is subject to change and therefore Spirited Network cannot accept responsibility for any loss damage or expense incurred upon using the information.

4. Prohibited Uses

4.1 You will not remove, circumvent, disable, damage, or otherwise interfere with security-related features of the Site or interfere with or damage operation of the Site or its content, or any user’s enjoyment of them, by any means, including uploading or otherwise disseminating viruses, adware, spyware, worms, or other malicious code.

5. Governing Law and Jurisdiction

5.1 These Terms shall be construed under the laws of England and Wales and you hereby submit to the exclusive jurisdiction of the courts of England and Wales in respect of any dispute or matter arising out of or connected with this Terms.

6. Entire Agreement

6.1 These Terms (including the Privacy Policy, Cookie Policy, or other terms that Spirited Network might publish on the Site from time to time) constitute the entire agreement between Spirited Network and you with respect to your access to and use of the Site and any third-party site accessed through the Site. These terms supersede any prior agreements between you and Spirited Network (including, but not limited to, any prior versions of the Terms of Use) and any prior representations by Spirited Network. No agency, partnership, joint venture, or employment is created as a result of these Terms of Use. The failure of Spirited Network to exercise or enforce any right or provision of the Terms of Use will not constitute a waiver of such right or provision. If any provision in these Terms is deemed to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.

7. Contacting Us

7.1 If for any reason you wish to contact us, we can be reached at contact@spirited.network

Last modified as of 20^th August 2020. All Rights Reserved.