UKgate Terms and Conditions

This is a Terms and Conditions between UKgate Systems Ltd ("UKgate") and You. This document describes the Terms and Conditions upon which UKgate offers You participation in UKgate's video distribution and related services.

"You" (and "Your", as applicable) means the member or entity identified in the registration form submitted. "Teacher" (and "Teachers", as applicable) means the member who creates video content and distributes them on UKgate.com. "Student" (and "Students", as applicable) means the member who purchases distributed videos on UKgate.com.

PLEASE READ THIS Terms and Conditions CAREFULLY. This Terms and Conditions sets forth the legally binding terms and conditions for Your participation in the UKgate Partner Program.
By registering as a member on the 'Sign Up' page, or otherwise participating in the UKgate Partner Program, You confirm to UKgate that You are at least eighteen (18) years of age, or otherwise capable of entering into and performing legal Terms and Conditions, and that You agree to be bound by the following terms and conditions.

If You do not accept this Terms and Conditions in full, please do not register for or participate in the UKgate Partner Program.

With this in mind, you acknowledge and agree to the following:

1. The UKgate Network

UKgate develops and maintains a network of video content creators. UKgate also owns related technologies that facilitate the distribution of video content from participating content creators and that provide links to advertising content from participating advertising partners. This network and technology are referred to hereafter this as the "UKgate Network." UKgate makes, or may make, the UKgate Network available to the public through one or more channels. These channels include but are not limited to the following:
Online, via the UKgate website (currently located at "http://www.UKgate.com") (hereafter the "UKgate Site") and/or via the websites, software applications, media search engines and other viral online mediums such as peer-to-peer networks, file sharing, instant messaging and email of UKgate and UKgate's distribution partners. All of the channels mentioned above are referred to hereafter collectively as "Online Distribution"

2. The UKgate Partner Program

The UKgate Partner Program permits You to participate in, use and/or obtain access to the services UKgate offers. These include but are not limited to the following:
* (a) Participation as a content creator, by creating and submitting video content for distribution. * (b) Participation as a content buyer, by purchasing videos distributed by Teachers and submitting reviews, communicating with other UKgate Partner Program members and sharing or submitting other information.

3. Registration

To Participate, You must register online with UKgate at the UKgate Site and create a unique, password-protected account ("Account"). You are responsible for safeguarding Your password. You also take full responsibility for any actions under Your password and Account, whether authorized by You or not. You are responsible for keeping Your Account information current. You acknowledge and agree that UKgate will have no responsibility or liability, directly or indirectly, for: (i) the availability of the external websites or resources of such third party affiliates or partners; (ii) the acts or omissions of, or any damage or loss caused or alleged to be caused by or in connection with Your use of, or reliance on, such third party affiliates or partners, regarding Your Account; or (iii) failure to deliver notices or payments that result from inaccurate Account information.

4. Policies

Your Participation is subject to all applicable UKgate specification guidelines, requirements and policies which UKgate may provide from time to time including Copyright Policy and Privacy Policy. You agree to comply with the Policies to enable, as applicable, proper delivery, display, tracking and reporting of actions related to the UKgate Partner Program.

5. Modifications

UKgate may, at any time, modify this Terms and Conditions and Policies, or may modify, suspend or discontinue, temporarily or permanently, the UKgate Products or the UKgate Partner Program (or any parts thereof). Modifications to this Terms and Conditions and Policies will be posted on the UKgate Site or made in compliance with any notice requirements set forth in this Terms and Conditions. Modifications to the UKgate Products or the UKgate Partner Program will be effective upon posting to the UKgate Site. You agree that UKgate shall not be liable to You or to any third party for any modification, suspension or discontinuance of this Terms and Conditions, the Policies, the UKgate Products or the UKgate Partner Program. By continuing to Participate after UKgate has posted any such modifications or provided any required notices, You agree to be bound by the modifications. Please review this Terms and Conditions and the Policies regularly so that You will be apprised of any modifications. If any modification is not acceptable to You, Your only recourse is to cease Participation.

6. Participation

UKgate reserves the right to refuse Participation to any applicant or participant at any time at its sole discretion.

If You Participate as a Student, you may communicate with UKgate and other Account holders, post or publish comments or rating features regarding Video Content, UKgate Products or the UKgate Partner Program in, as may be made available at UKgate's complete discretion, a discussion group, bulletin board, feedback area, news group, email functionality or other communication feature. All such communications are referred to hereafter as "Member Comments". You are solely responsible for all Member Comments You transmit or submit to UKgate or through the UKgate Partner Program, whether created by or for You, including but not limited to websites and content proximately reachable from such Member Comments. UKgate disclaims all liability relating to Your Member Comments. You may not submit any Member Comments that contain any sexually suggestive, pornographic, infringing, hate-related, violent or illegal content.

When you agree to pay the Course Fee.
The Course Fee for any Course at any given time will be displayed on the Website. Course Fees are quoted in pounds sterling. Teachers reserve the right from time to time to change the amount of the Course Fee. When you pay for a Course online, you will be asked for:
* details of a credit or debit card;
* an e-mail address; and
PayPal collect credit or debit card details over a secure link. UKgate do not collect them. PayPal will use the personal information you provide to process your online payment and to refund any monies due to you if a course you purchased breached Terms and Conditions.

7. Participation at Your Own Risk

Your Participation is at Your own risk. Although the UKgate Partner Program enables users to connect and share Video Content and Member Comments with one another and with end users or viewers, UKgate has no responsibility to control of monitor any information or exchanges between or among users. UKgate does not control the Video Content, and Member Comments made available through the UKgate Products. Some people may find Video Content, and Member Comments objectionable, inappropriate or offensive. UKgate does not control or guarantee, nor is UKgate responsible for, the truth, accuracy, ownership, completeness, integrity, safety, timeliness, quality, appropriateness, legality or applicability of any Video Content and Member Comments. UKgate assumes no responsibility for monitoring any Video Content or Member Comments or conduct during Participation. If UKgate chooses, at any time in its sole discretion, to monitor (in whole or in part) Video Content, Member Comments or conduct during Participation, UKgate nonetheless assumes no responsibility for Video Content, and Member Comments, no obligation to modify or remove any Video Content, or Member Comments and no responsibility for conduct during Participation. You agree that UKgate has no responsibility or liability for the deletion or failure to store, maintain or transmit any Video Content, or Member Comments.

8. Refund

Purchasing a course after you have viewed a sample video means that you have accepted that the course is appropriate for your needs. Refund cannot be made.

9. Privacy

By Participating, You understand that when You view or interact with UKgate Products and features, UKgate may collect (and You may provide to UKgate) information that is specific to how You access and use the Internet as well as how You (or Your end users) view and/or interact with UKgate Products ("Access Information"). Access Information may include, but is not limited to, an IP address, the website a user is logged onto, the geographic location of the IP address the user is using to access the Internet, the type of browser used, which and how many web pages have been viewed by the user, search terms used, referring/exit pages, platform type and date/time information. UKgate uses Access Information for the purpose of monitoring delivery and distribution of the Video Content, improving the UKgate Products and the UKgate Partner Program and measuring their effectiveness with users. Access Information may be shared with UKgate's Third Party Services Providers, affiliates, business partners, employees, customers and distribution partners.

10. Term and Termination

(a) Termination. UKgate may immediately terminate this Terms and Conditions, or cancel the UKgate Partner Program, for any reason at any time. You may terminate this Terms and Conditions at any time by disabling Your Account.
(b) Effect of Termination. General. Upon termination or expiration of this Terms and Conditions, Your right to Participate will automatically terminate. In the event of termination, Your Account will be disabled and You may not be granted access to Your Account or any files or other content contained in Your Account although residual copies of information may remain in the UKgate Partner Program system.

11. Notifications

UKgate may provide notices to You by email to the email address specified in Your Account, by posting a message to Your Account interface or by posting a message to the UKgate Site, and is deemed received when sent (for email) or no more than fifteen (15) days after having been posted (for messages to Your Account interface or on the UKgate Site).

12. Representation & Warranties

(a) Your Authority. You represent and warrant to UKgate that: (i) You have all requisite power and authority, corporate or otherwise, to enter into this Terms and Conditions, conduct Yourself and Your business and to execute, deliver, and perform all of Your obligations under this Terms and Conditions; (ii) You have provided, and will continue to provide, information that is correct and current; (iii) You are the owner—or the authorized agent of the owner—of Your Video Content (if You are a Teacher) and Your Member Comments (if You are a Student) and have full technical and editorial control of the same; (iv) You have the right to grant the licenses granted under this Terms and Conditions; (v) Your performance under this Terms and Conditions and/or the rights granted herein do not and will not conflict with or result in a breach or violation of any of the terms or provisions, or constitute a default under any contract or Terms and Conditions, to which You are currently bound or will become bound in the future; (vi)Your performance under this Terms and Conditions will comply with all applicable laws, rules and regulations (including, without limitation, export control, privacy and obscenity laws), domestic or foreign; (vii) You will Participate solely for the purposes intended and expressly permitted.

(b) Your Materials. You represent and warrant that Your Video Content (if You are a Teacher), Your Member Comments (if You are a Student) or any other information or material You submit or make available to others during Your Participation, and UKgate's use thereof pursuant to this Terms and Conditions, (i) do not and will not, directly or indirectly, violate, infringe or breach any duty toward or rights of any person or entity, including without limitation any copyright, trademark, service mark, trade secret, other intellectual property, publicity or privacy right; (ii) do not contain Adult Content; (iii) are not fraudulent, misleading, hateful, tortuous, defamatory, slanderous, libelous, abusive, violent, threatening, profane, vulgar or obscene; (iv) do not harass others, promote bigotry, racism, hatred or harm against any individual or group, promote discrimination based on race, sex, religion, nationality, sexual orientation or age, or otherwise interfere with another party's use of the UKgate Products or Participation in the UKgate Partner Program; (v) do not promote illegal or harmful activities or substances (including without limitation activities that promote or provide instructional information about activities such as making or buying illegal weapons or substances); (vi) are not illegal, unlawful or contrary to the laws or regulations in any state or country where, as applicable, Your Video Content is created, displayed or accessed; (vii) do not contain any computer programming routines or viruses (including, without limitation, time bombs, Trojan Horses, worms, Easter Eggs, drop dead devices or cancelbots) that are intended to damage, interfere with, intercept or expropriate any system data or personal information, permit unauthorized access to or Participation in the UKgate Partner Program or disable, damage or erase any portion of the Video Content or stored therein; or (viii) do not constitute unsolicited bulk email, junk mail, spam or chain letters.

(c) Your Actions. You represent and warrant that You will not, and will not authorize or encourage any third party to, directly or indirectly: (i) obtain any information or materials relating to the UKgate Products or the UKgate Partner Program through any means not intentionally made available by UKgate to You, or attempt to gain unauthorized access to UKgate's database, technology, computer systems or networks associated with the UKgate Products or the UKgate Partner Program; or (ii) engage in any activity that disrupts, diminishes the quality of, interferes with the performance of or impairs the functionality of the UKgate Products and the UKgate Partner Program.

(d) Cooperation. You agree to cooperate fully with UKgate to investigate any suspected or actual activity that is in breach of this Terms and Conditions. You acknowledge that any violation is a material breach of this Terms and Conditions and that UKgate may pursue any and all applicable legal and equitable remedies against You, including an immediate suspension of Your Account or termination of this Terms and Conditions, and the pursuit of all available civil or criminal remedies. UKgate reserves the right to investigate, at its own discretion, any activity that UKgate suspects may violate this Terms and Conditions. UKgate may, as applicable, withhold payment, notify Your bank, the authorities, suspend or cancel Your Account and/or take appropriate actions at any time without notice to You if UKgate, in its sole discretion, (i) suspects that You have breached or failed to comply (in full or in part) with any provision of this Terms and Conditions or any Policies or rules established by UKgate; or (ii) suspects that Your actions may be illegal or cause liability.

13. LIMITATION OF LIABILITY

THE UKgate ENTITIES WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING LOSS OF USE, DATA OR PROFITS, COST OF PROCURING SUBSTITUTE PRODUCTS OR BUSINESS INTERRUPTION), WHETHER BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THIS Terms and Conditions, THE UKgate PRODUCTS, YOUR PARTICIPATION IN THE UKgate PARTNER PROGRAM OR USE OF ANY MATERIALS AVAILABLE TO YOU FROM OR THROUGH THE UKgate PARTNER PROGRAM (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES), WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT UKgate HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UKgate'S LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO UKgate FOR THE UKgate PRODUCTS OR PARTICIPATION IN THE UKgate PARTNER PROGRAM. You acknowledge that UKgate permits Your Participation relying on the limitations of liability stated herein and that those limitations are an essential basis of the bargain and of the allocation of risks between the parties. UKgate shall no liability for any failure or delay in the performance of its obligations hereunder on account of events beyond its reasonable control, which may include, without limitation, denial-of-service attacks, strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages, extraordinary Internet congestion or extraordinary connectivity issues experienced by major telecommunications providers and unrelated to UKgate's infrastructure or connectivity to the Internet (each a "Force Majeure Event"). Upon the occurrence of a Force Majeure Event, UKgate will be excused from any further performance of its obligations effected by the Force Majeure Event for so long as the event continues.

14. General

(a) Entire Terms and Conditions. This Terms and Conditions constitutes the entire and exclusive understanding and Terms and Conditions between You and UKgate regarding this subject matter, and supersedes any and all prior or contemporaneous Terms and Conditions or understandings, written and oral, between You and UKgate relating to this subject matter. You may be subject to additional terms and conditions that may apply when You use or access certain features of the UKgate Partner Program.
(b) Relationship. You and UKgate are independent contractors, and this Terms and Conditions, including but not limited to submission or distribution of any Video Content, will not, in whole or in part, establish any relationship of partnership, joint venture, employment, franchise or agency between the You and UKgate. Neither party will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent. Neither party is authorized to act as an agent or representative of the other or for or on behalf of the other party in any capacity other than as expressly set forth in this Terms and Conditions. Neither party shall in any manner advertise, represent or hold itself (or any of its agents) out as so acting or being authorized so to act, or incur any liabilities or obligations on behalf of, or in the name of, the other party, unless specifically provided for in this Terms and Conditions. Moreover, each party shall be solely responsible for the payment of all of its own taxes, assessments and all other similar withholdings from or assessments on any monies paid hereunder or in connection with the transactions contemplated hereby.
(c) Reserved Rights. UKgate reserves the right to change, in whole or in part, the names, logos, presentation and display of the UKgate Member Terms and Conditions, the UKgate Partner Program and the UKgate Products at any time in its sole discretion.