These Terms and Conditions are a legal agreement between you and Blackbird plc (we, or us) for your use of the elevate.io software, platform(s), website(s), application(s) or services (elevate.io). They explain how you are (and are not) allowed to use elevate.io, and our rights and responsibilities.
elevate.io, powered by Blackbird technology, is a web-based video editing and content creation platform that allows effortless collaboration.
We refer to you in these Terms and Conditions as you or user. The definitions of the terms user, user content are given in the section titled “Definitions". Where we include word(s) in bold and in brackets after a description, we will then use those words to have the described meaning. If we use a word in bold without defining it first, you can find the definitions at the end of these Terms and Conditions (see the section titled “Definitions”). The numbering in these Terms and Conditions is provided for convenience only. The entire document makes up the Terms and Conditions, whether or not it forms part of a numbered section.
Please read these Terms and Conditions carefully before using elevate.io. In particular, you should note that these Terms and Conditions limit our liability (see the section titled “Our responsibility for loss or damage suffered by you”).
These Terms and Conditions refer to the following additional terms, which also apply to your use of elevate.io and which can all be found on our website at www.elevate.io/legal:
Our Privacy Policy (see the section titled “How we may use your personal information”).
Our Acceptable Use Policy, which sets out the permitted uses and prohibited uses of elevate.io. When using the elevate.io Services, you must comply with this Acceptable Use Policy. This policy also sets out how we deal with illegal content.
Our Cookie Policy, which sets out information about the cookies used by elevate.io.
Our Data Processing Agreement, which sets out our roles and responsibilities in relation to any personal data you upload or input into elevate.io.
Spark, powered by Blackbird technology, is a web-based video playback platform that allows users to view videos and to create clips of existing videos, including videos which have been published by others (Spark). We are the provider of Spark. elevate.io may enable you to publish video content to the Spark Services. If you choose to do so, additional terms will apply (see the section titled “Publishing content to Spark“).
By accessing or using elevate.io, or by clicking “I agree” (or similar wording), you agree that you have read, understand and agree to these Terms and Conditions, our Acceptable Use Policy and our Privacy Policy. If you do not agree to any of these, you must not use elevate.io.
1
If you use elevate.io on behalf of a business or organisation
1.1
If you use elevate.io without the power to add other users to the project or team, then by doing so you accept these Terms and Conditions on behalf of yourself personally.
1.2
If you use any of elevate.io with the power to add other users to the project or team, then:
By so doing so you accept these Terms and Conditions on behalf of yourself personally and also on behalf of any legal entity that operates your business or organisation (the Organisation). All references to “you” or “user” in these Terms and Conditions refer to you personally and also to the Organisation. You hereby represent and warrant that you have authority to agree to these Terms and Conditions on behalf of the Organisation.
Your Organisation shall be responsible for the actions of all users on any project(s) and team(s) created by you.
2
We may update these Terms and Conditions
2.1
We may update these Terms and Conditions, our Acceptable Use Policy, our Privacy Policy and/or our Cookie Policy from time to time to clarify them or to reflect changes to the law, or to elevate.io. Every time you wish to use elevate.io, please check these Terms and Conditions to ensure you understand them.
2.2
If you do not agree to the updates you must stop using elevate.io. If you continue to use elevate.io you agree that you have read, understand and agree to the updates.
3
Who we are
3.1
elevate.io is a trading name of Blackbird plc. We are a public limited company registered in England and Wales under company number 3507286 and we have our registered office and main trading office at:
Blackbird plc
LABS House
15-19 Bloomsbury Way
London
WC1A 2TH
United Kingdom
3.2
To contact us, email us at support@elevate.io
4
Subscriptions and Extensions
4.1
We make some elevate.io functionality and features available for free, subject always to these Terms and Conditions. We may also provide options which:
allow you to upgrade to a monthly subscription to increase the elevate.io functionality and usage capabilities available to your users (referred to below as Subscription Benefits);
allow you or any of your users with access to any Subscription Benefits to:
invite others to access those Subscription Benefits under the terms of your subscription (and any reference to “your users” in relation to any Subscription Benefits or Extensions includes these other users); and/or
purchase additional storage capacity or other extensions to the standard Subscription Benefits (referred to below as Extensions).
4.2
We have appointed Paddle as our authorised reseller of subscriptions and Extensions. This means that Paddle will sell the Subscription Benefits or Extensions and we will grant a licence to you and your users to use the relevant Subscription Benefits and/or Extensions. Your bank/credit card statements will show that you have been charged by Paddle.
4.3
We will exchange information with Paddle to set up your subscription and so that you are charged the appropriate Subscription Fees.
4.4
In some limited circumstances, e.g. if you or your users invite others to access any Subscription Benefits under your subscription, or if your account exceeds your current storage capacity and auto-scaling of storage capacity has not been disabled, we will enable the relevant Subscription Benefits or Extension immediately, subject always to the condition that you will pay in arrears for the relevant Subscription Benefits or Extension. In that situation, the relevant Subscription Fees will be added to the next payment you make. If any Subscription Benefits or Extensions have not been paid for at the termination of a subscription, you will be charged for the outstanding Subscription Fees.
4.5
You should refer to the Paddle Buyer Terms (https://www.paddle.com/legal/checkout-buyer-terms) for further terms which relate to your purchase. All your use of the elevate.io Services shall be subject to these terms and conditions.
5
Subscription options and Subscription Fees
5.1
You can find a description of the available elevate.io Subscription Benefits, Extensions and the Subscription Fees at https://elevate.io/pricing. Where the Subscription Fees are calculated on the basis of the number of users who can access the Subscription Benefits, any changes to the number of such users will affect the Subscription Fees payable from the time of the change. N.b. auto-scaling of storage is enabled by default, which means that you will purchase an Extension for extra storage automatically when the storage requirements of your users exceed the current permitted storage capacity for your subscription
5.2
We may amend, suspend or withdraw or restrict the availability of all or any part of elevate.io and the Subscription Fees may be updated at any time. You will be given reasonable notice of any planned changes, where appropriate.
5.3
If you have any questions about any purchase or how your Subscription Fees have been calculated, you should contact Paddle via https://paddle.net/.
5.4
Any descriptions or illustrations on elevate.io are published for the sole purpose of giving an approximate idea of elevate.io. They will not form part of these Terms and Conditions or have any contractual force.
5.5
elevate.io is not designed for use on all devices and systems. We do not warrant that elevate.io will be compatible with your device or system.
6
Cancelling a subscription, Refunds and non-payment
6.1
You can cancel a subscription at any time via elevate.io.
6.2
If you cancel a subscription you will continue to receive your current Subscription Benefits and Extensions until the end of the relevant subscription period, after which we may disable the relevant Subscription Benefits at any time and without further notice to you. If we do not disable the relevant Subscription Benefits immediately, that will not mean that we have waived our right to do so.
6.3
If any Subscription Fees have not been paid at the termination of a subscription (e.g. for new users added or auto-scaling storage consumed within the final month of a subscription) , you will be charged for those outstanding Subscription Fees.
6.4
Because we offer a free version of elevate.io to all users, Paddle generally does not issue refunds for subscriptions once you decide to upgrade to a paid elevate.io subscription. However, if you are a consumer in the UK, EU or Turkey and have signed up to a monthly subscription and have not used the service (where used includes uploading media and, editing media, amongst other things) and have changed your mind within 14 days you may be entitled to cancel your subscription and receive a refund from Paddle. If this is the case, please inform Paddle directly via www.paddle.net
6.5
If you cancel any payment, fail to make payment, or your payment is rejected, you will not be granted access to the relevant Subscription Benefits unless/until payment is made. If this relates to an existing subscription or an Extension, we may suspend your access to elevate.io (or the part which relates to the failed payment) until the relevant subscription or Extension has been paid for.
7
You must keep your account details safe
7.1
If you choose, or you are provided with, a user identification code, password or any other piece of information as part of our security procedures, you must treat such information as confidential. You must not disclose it to any third party.
7.2
We have the right to disable any user identification code or password, 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 and Conditions.
7.3
If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@elevate.io
8
You must co-operate with us in your use of the elevate.io Services
8.1
You must cooperate with us in all matters relating to elevate.io.
8.2
You must provide us with such information and materials we may reasonably require in order to provide access to elevate.io, and ensure that such information is complete and accurate in all material respects.
8.3
You are responsible for obtaining and maintaining all necessary licences, permissions and consents which may be required for your use of elevate.io.
8.4
You must comply with all applicable laws in your use of elevate.io.
9
Licence to use elevate.io
9.1
We, or our licensors, are the owners or the licensee of all intellectual property rights arising out of or in connection with elevate.io (other than intellectual property rights in any user content provided by you).
9.2
We grant you a non-exclusive, revocable licence to use elevate.io on the basis of, and subject to, these Terms and Conditions. We do not sell elevate.io to you.
9.3
You may not sub-license, assign or otherwise transfer the rights granted in this clause 9.
9.4
You agree to grant us a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify any user content provided by you to us for the purpose of providing access to elevate.io to you.
9.5
You agree that we will own all intellectual property rights in any improvements, and that we may incorporate such improvements into elevate.io and make them available to other users. The definition of improvements is given in the section titled “Definitions”.
9.6
To the extent that they do not automatically vest in us, you hereby assign to us (by way of present assignment of future rights where appropriate) absolutely with full title guarantee all your right, title and interest in and to the intellectual property rights in the improvements.
10
No bots, automated processes, text or data mining, or web scraping
10.1
You shall not use, attempt to use, conduct, facilitate, authorise or permit any of the following in relation to elevate.io:
any text or data mining or web scraping;
any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology; or
any automated analytical technique aimed at analysing content in digital form to generate information which includes but is not limited to patterns, trends and correlations.
10.2
The provisions in this clause should be treated as an express reservation of our rights in this regard, including for the purposes of Article 4(3) of Digital Copyright Directive ((EU) 2019/790).
10.3
This clause shall not apply insofar as (but only to the extent that) we are unable to exclude or limit text or data mining or web scraping activity by contract under the laws which are applicable to us.
11
We are not responsible for other websites or services
11.1
Where any part of elevate.io contains links to other sites and resources provided by third parties, these links are provided for your information only. Such links should not be interpreted as approval by us of those linked websites or information you may obtain from them. We have no control over the contents of those sites or resources.
12
User content is not approved by us
12.1
You may encounter user content on the elevate.io Services. You should note that user content is not provided by us and has not been verified or approved by us. The views expressed by users on, or through their use of, the elevate.io Services do not represent our views or values.
13
How to complain about or report content
13.1
If you become aware of any material on elevate.io that you think may be illegal content, otherwise against the law, or a breach of the elevate.io Acceptable Use Policy or these Terms and Conditions please contact us immediately on support@elevate.io
14
You must comply with our content standards.
14.1
Whenever you make use of a feature that allows you to upload user content to elevate.io, or to create user content on elevate.io, or to make contact with other users of elevate.io, you must comply with the content standards set out in the elevate.io Acceptable Use Policy e.g. complying with the law and making sure that you have permission to use any third party-owned audio or other material which you include in the user content. Please see the elevate.io Acceptable Use Policy for further information.
14.2
You warrant that any user content on elevate.io does comply with the content standards set out in the elevate.io Acceptable Use Policy, and you are liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
15
We may use your user content for the Services
15.1
You retain all of your ownership rights in your user content, but you are required to grant us and any other users of elevate.io to whom you grant or permit access to your user content (including by using any feature of elevate.io) a limited licence to use that user content in relation to the Services.
15.2
The rights you license to us and to other users are described in the section titled “Rights to use user content”.
16
We may remove your user content
16.1
We may take action if user content which you upload to or create on elevate.io does not comply with these Terms and Conditions.
16.2
We have the right to remove any user content from the Services if we reasonably believe the user content is illegal, against the law, or otherwise does not comply with these Terms and Conditions, including the content standards set out in the elevate.io Acceptable Use Policy.
16.3
Where it is reasonably necessary to comply with our legal obligations, we also have the right to disclose your identity to:
any third party who is claiming that any user content which was uploaded or created by you is illegal or against the law or constitutes a violation of their legal rights, including intellectual property rights, and or of their right to privacy or any other legal right; and/or
any law enforcement agency, regulator or judicial authority (together with other information about your user content and use of our services).
16.4
We may suspend or ban you, or restrict your use of elevate.io if you upload or create any user content which is illegal, against the law or otherwise does not comply with these Terms and Conditions, including the content standards set out in the elevate.io Acceptable Use Policy.
16.5
If we suspend or ban you from using the Services, you are not permitted to use the Services or register again as a new user during the relevant period.
17
Your rights to claim against us
17.1
If we restrict access to any user content you upload to or create on elevate.io in a way that breaches these Terms and Conditions, you have a right to bring a claim against us for breach of contract.
17.2
If we suspend or ban you from using elevate.io in a way that breaches these Terms and Conditions, you have a right to bring a claim against us for breach of contract.
18
Rights to use user content
18.1
When you upload user content to, or create user content on elevate.io, you grant us the following rights to use that user content:
a worldwide, non-exclusive, royalty-free, sublicensable licence to display ,modify and use the user content in connection with the elevate.io services; and
where you enable other elevate.io users (which may include, where relevant, the general public) to access and use the user content, a worldwide, non-exclusive, royalty-free licence to permit such users to display, modify and use the user content in any ways enabled by you.
18.2
The licences in this clause shall continue for as long as you permit the user content to remain on elevate.io.
19
Disputes with other users in relation to user content
19.1
If you choose to share user content with other users (whether or not this is via elevate.io) you do so at your own risk. Where you make use of a feature or setting which allows other users to modify or otherwise use your user content, you do so at your own risk. We are not responsible for your decisions to share or not to share user content with other users and we shall not be liable to you for their use of the user content within the scope of the licence you grant under these Terms and Conditions. We are not responsible for the actions of any user in relation to your user content in breach of these Terms and Conditions.
19.2
If you choose to share user content with other users for them to use outside of any services provided by us, we are not involved in any licensing arrangements between you and those other users and you are solely responsible for determining, communicating and recording any licensing arrangements between you and those other users.
19.3
You indemnify us for any loss or damage we suffer if you or another user complains to us, or brings a claim against us concerning the licensing arrangements for the use of user content outside of any services provided by us.
20
Security of user content
20.1
You are solely responsible for securing and backing up your content.
21
Publishing content to Spark
21.1
If you choose to publish any content to Spark:
The rights you license to us and to other users (as described in the section titled “Rights to use user content”) are extended to Spark and the references to elevate.io in that section are deemed to extend to Spark.
You must ensure that the user content complies with the Spark Content Standards Policy. The Spark Contents Standards Policy is more restrictive than the elevate.io Acceptable Use Policy. Therefore you cannot assume that if your user content is permitted on elevate.io it will be permitted on Spark. Please see the Spark Content Standards Policy for further information.
The Spark Terms and Conditions and Spark Content Moderation and Complaints Policy shall apply in respect of your use of Spark and/or any user content you publish to Spark.
We have the right to remove any user content you may have published to Spark if we reasonably believe that you are in breach of these Terms and Conditions and/or the user content does not comply with the Spark Content Standards Policy, the Spark Terms and Conditions or which is illegal content or against the law.
We may suspend, ban or restrict your access to elevate.io if you publish user content to Spark which does not comply with the Spark Content Standards Policy, the Spark Terms and Conditions or which is illegal content or against the law.
The limitations and exclusions of our liability in these Terms and Conditions shall also apply in respect of your use of Spark.
21.2
You warrant that any user content you publish to Spark does comply with the Spark Content Standards Policy, and you are liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
21.3
Please see the Spark Content Moderation and Complaints Policy for further information about:
how we deal with terrorist content, child sexual abuse material, other priority illegal content, other illegal content and content on Spark which is against the law or which is in breach of the Spark Content Standards Policy. The definitions of the terms terrorist content, child sexual abuse material, priority illegal content, illegal content, and against the law are given in the section titled “Definitions”.
how to make a complaint or appeal our decisions and how we handle complaints;
the factors we will take into account when deciding whether to suspend, ban or restrict your access.
22
We are not responsible for viruses and you must not introduce them
22.1
We do not guarantee that elevate.io will be secure or free from bugs or viruses.
22.2
You are responsible for configuring your information technology, computer programs and platform to access elevate.io. You should use your own virus protection software.
22.3
You must not misuse elevate.io by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to elevate.io, the servers or other infrastructure which are used by elevate.io. You must not attack elevate.io via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use elevate.io will cease immediately.
23
Linking and framing
23.1
You may link to elevate.io, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it; and otherwise complies with these Terms and Conditions and the elevate.io Acceptable Use Policy. We reserve the right to withdraw linking permission without notice..
23.2
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.
23.3
elevate.io must not be framed on any other site or service.
23.4
You warrant that any link you create or share to elevate.io complies with the requirements of this clause, and you are liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
24
Restrictions on your use of elevate.io
24.1
You must not:
except as may be allowed by any applicable law which is incapable of exclusion by agreement between us and except to the extent we expressly permit:
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the elevate.io Services in any form or media or by any means; or
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of elevate.io; or
access all or any part of elevate.io in order to build a product or service which competes with the elevate.io Services; or
subject to 25, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make elevate.io available to any third party; or
attempt to obtain, or assist third parties in obtaining, access to elevate.io, other than as permitted under these Terms and Conditions; or
introduce or permit the introduction of, any Virus or Vulnerability into the Software or the Supplier's network and information systems.
25
How we may use your personal information
25.1
We will process your personal information in accordance with the elevate.io Privacy Policy, the terms of which are incorporated into these Terms and Conditions.
25.2
If you use a third party service to register for elevate.io and/or authenticate your identity, we will use and store the information provided by that service in order to set up and/or authenticate your access.
26
Data Protection
26.1
We and you each agree to comply with our obligations set out in the Data Processing Agreement, which is incorporated into these Terms and Conditions.
27
Confidentiality
27.1
We and you each undertake that we will not at any time during your use of elevate.io, and for a period of five years after termination of your use of elevate.io disclose to any person any confidential information concerning one another's business, affairs, customers, clients or suppliers, except as permitted by clause 27.2.
27.2
We each may disclose the other's confidential information:
to such of our respective employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of exercising our respective rights or carrying out our respective obligations under the Contract. We will each ensure that such employees, officers, representatives, subcontractors or advisers comply with this clause 27; and
as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
27.3
We may use your confidential information for the purpose of providing elevate.io or as otherwise permitted by these Terms and Conditions.
28
Our responsibility for loss or damage suffered by you
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
28.1
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors and for fraud or fraudulent misrepresentation.
28.2
Subject to clause 28.1, our total liability to you arising under or in connection with elevate.io, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, will be limited to the greater of £100 or 100% of the total Subscription Fees paid to Paddle for your use of elevate.io during the period of 12 months prior to the event giving rise to the liability.
28.3
These Terms and Conditions set out the full extent of our obligations and liabilities in respect of elevate.io. Except as expressly stated in these Terms and Conditions, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of elevate.io which might otherwise be implied into, or incorporated in, these Terms and Conditions or any agreement for your use of elevate.io whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.
28.4
This clause 28 will survive termination of your use of elevate.io.
29
Our responsibility for loss or damage suffered by business use
YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE.
29.1
If you are using elevate.io for any commercial or business purposes, you will be deemed to be a business user under these Terms and Conditions.
29.2
If you are a business user, subject to clause 29.1:
We exclude all implied conditions, warranties, representations or other terms that may apply to elevate.io or any content on it.any "robot", "bot", "spider", "scraper" or other automated device, program, tool, algorithm, code, process or methodology; or
We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with:
use of, or inability to use, elevate.io; or
use of or reliance on any content displayed on elevate.io.
In particular, we will not be liable for:
loss of profits, sales, business, or revenue;
business interruption;
loss of anticipated savings;
loss of use or corruption of software, data or information;
loss of business opportunity, goodwill or reputation; or
any indirect or consequential loss or damage.
29.3
This clause 29 will survive termination of your use of elevate.io.
30
Termination, consequences of termination and survival
30.1
Termination. Without limiting any of our other rights, we may suspend or terminate your access to and/or licence to use elevate.io with immediate effect by giving written notice to you if:
you commit a material breach of any term of these Terms and Conditions and (if such a breach is remediable) fail to remedy that breach within 14 days of you being notified in writing to do so; and/or
you must immediately cease all activities authorised by these Terms and Conditions.
30.2
Consequences of termination. If we suspend or terminate your access to elevate.io, then for the period of the suspension, or indefinitely for termination:
all rights granted to you under these Terms and Conditions shall cease; and
in the case of a paid subscription, Paddle notifies us that your subscription has expired or terminated for any reason.
30.3
Survival. Any provision of these Terms and Conditions that expressly or by implication is intended to come into or continue in force on or after such termination, or after you cease using elevate.io, will remain in full force and effect.
31
Definitions
improvement means any improvement, enhancement or modifications to elevate.io whether following requests or feedback from you or suggestions made by us.
user means you, as a user of elevate.io (or another user, if implied by the context).
user content means any data uploaded or inputted by or on behalf of you (or another user, if implied by the context), for the purpose of using elevate.io and any data created on, generated by, or derived from your use of elevate.io.
terrorist content means content which amounts to an offence set out in Schedule 5 of the Online Safety Act 2023, including encouragement of terrorism and dissemination of terrorist publications.
child sexual abuse material means content which amounts to an offence set out in Schedule 6 of the Online Safety Act 2023, including offences under the Sexual Offences Act 2003.
priority illegal content means terrorist content, child sexual abuse material and content which amounts to an offence set out in Schedule 7 of the Online Safety Act 2023, including human trafficking (including sex trafficking or other illegal exploitation), harassment and assisting suicide.
illegal content means priority illegal content and content which is a criminal offence of the type defined in section 59(5) and (6) of the Online Safety Act 2023 including modern slavery.
against the law means that the user content gives rise to some liability which is not covered by the definition of illegal content, e.g. copyright infringement and defamation.
Extension has the meaning given in clause 4.1.
Paddle means:
where you are purchasing a subscription to access elevate.io from within the United States: Paddle.com Inc. whose office is at 54 W. 40th St., New York, NY, 10018, USA; and
where you are purchasing a subscription from any other territory: Paddle.com Market Limited (incorporated in England and Wales with Company number 8172165).
Subscription Benefits has the meaning given in clause 4.1.
Subscription Fees means the fees you pay to Paddle to access any Subscription Benefits and/or Extensions under the terms of the subscription agreement between you and Paddle.
32
General
32.1
Assignment and transfer
We may assign or transfer our rights and obligations under these Terms and Conditions to another entity.
You may only assign or transfer your rights or your obligations under these Terms and Conditions to another person if we agree in writing.
32.2
Waiver. If we do not insist that you perform any of your obligations under these Terms and Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you or that you do not have to comply with those obligations. If we do waive any rights, we will only do so in writing, and that will not mean that we will automatically waive any right related to any later default by you.
32.3
Severance. Each paragraph of these Terms and Conditions operates separately. If any court or relevant authority decides that any of them is unlawful or unenforceable, the remaining paragraphs will remain in full force and effect.
32.4
Entire agreement. These Terms and Conditions set out the entire agreement between you and us in relation to elevate.io. You acknowledge that you have not relied on any statement, promise or representation or assurance or warranty that is not set out in these Terms and Conditions. These Terms and Conditions apply to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.
32.5
Third party rights. The agreement for use of elevate.io is between you and us. No other person has any rights to enforce any of its terms.
32.6
Events outside our control. We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms and Conditions that is caused by any act or event beyond our reasonable control (Event Outside Our Control). If an Event Outside Our Control takes place that affects the performance of our obligations under these Terms and Conditions:
we will contact you as soon as reasonably possible to notify you; and
our obligations under these Terms and Conditions will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control.
32.7
Trade marks. "Blackbird", “elevate”, “elevate.io",
are trade marks of Blackbird plc. You are not permitted to use them without our approval.
32.8
Communications between us. When we refer to "in writing" in these Terms and Conditions, this includes email. The provisions of this clause will not apply to the service of any proceedings or other documents in any legal action.
32.9
Governing law and jurisdiction. These Terms and Conditions and your use of elevate.io is governed by English law and we each irrevocably agree to submit all disputes arising out of or in connection with these Terms and Conditions and elevate.io to the exclusive jurisdiction of the English courts.