(a) The following terms when used in these End User Terms and Conditions ("Terms"), or any document referred to herein, shall have the following meaning:
"Agreement" means the agreement formed between Propello Cloud and You on the basis of these Terms and incorporates the terms of any Benefit;
"Balance" has the meaning given in clause 2(b).
"Benefit" means any of the individual benefits provided via the Benefits Platform;
"Benefits Platform" refers to the member benefits platform(s) as operated by the Licensee under licence from Propello Cloud via the Website, consisting of information and advertising services, content and transaction capabilities provided by the Licensee, Propello Cloud and other third parties. Where applicable in this Agreement any reference to usage, receipt or provision of the Benefits Platform shall be deemed to include any access to and/or usage of the Website;
"Benefits Provider" means the provider of any Benefit to the Benefits Platform;
"Licensee" JD Gyms, being the commercial entity with which You are registered to earn rewards;
"Order" refers to the redemption of any Benefit by You via the Benefits Platform;
"Propello Cloud" is a trading name owned and operated under by Propello Cloud Limited, a company registered in England and Wales with company number 11220314 and registered office at Workhouse Studios, Blackburn Road, Ribchester, Lancashire, PR3 3ZQ.
"Reward Terms" means the terms and conditions setting out the basis on which rewards may be earned and spent on Benefits by You as made available via https://jdgyms.yourperx.com;
"Specialist Advice" has the meaning given in clause 4(n).
"Web" means the public internet also known as the world wide web;
"Website" means https://jdgyms.yourperx.com;
"You" means You, the registered end user of the Benefits Platform and the end user of the individual Benefit. "Your" shall be construed accordingly; and
(b) Unless the context otherwise clearly indicates, words used in the singular include the plural, the plural includes the singular, and the neuter gender includes the masculine and the feminine. Propello Cloud covers all agreements with third parties using Propello Cloud and promoting it under their own brand as a benefit platform.
(c) The clause headings used herein are for convenience only and shall be of no legal force or effect. If any provision of this Agreement is held invalid by a court of competent jurisdiction, such invalidity shall not affect the enforceability of any other provisions contained in this Agreement and the remaining portions of this Agreement shall continue in full force and effect.
(a) This Agreement sets out the terms and conditions that apply to the provision of the Benefits Platform by the Licensee under licence from Propello Cloud, and to any Order placed on the Benefits Platform in connection with the Benefits Platform. By registering or otherwise making use of the functionalities of the Benefits Platform You agree to fully comply with the Agreement when using the Benefits Platform and functionalities provided thereon.
(b) The earning of rewards with the Licensee shall be subject to the Reward Terms. Certain qualifying card linked purchases which You make may trigger a referral fee or commission being granted to Propello Cloud and in connection with which Propello Cloud may issue a positive balance on Your account ("Balance").
(c) You may only use this Benefits Platform if You are 18 years of age or older. If You do not agree to this Agreement, or if You are under the age of 18, You should immediately refrain from using the Benefits Platform.
(a) You will need to register to become a member of the Benefits Platform if You wish to earn rewards and access the Benefits.
(b) You must provide true, accurate, current and complete information about Yourself when completing the registration form. You must maintain and update this information and keep it true, accurate, current and complete. If any information provided by You is not true, accurate, current and complete, the Licensee and/or Propello Cloud has the right to cancel Your membership without any further notice or liability to You and the right to refuse any and all current or future use of the Benefits Platform.
(c) Registration requires a valid email address (which will serve as Your username). Propello Cloud and the Licensee reserves the right to refuse any application for registration as it determines at its absolute discretion. Once Propello Cloud has sent You a confirmation email along with a password, You shall be able to earn rewards and access the Benefits available via the Benefits Platform.
(d) You can edit Your system-generated password when You activate Your account and in doing so Propello Cloud recommends that You choose a password that uses a combination of letters, uppercase and lowercase, numbers, and symbols. Avoid choosing obvious words or dates such as a nickname or Your birth date. Please use the necessary caution to keep Your username and password confidential. You are advised to log-off from the Benefits Platform when Your session is complete to prevent unauthorized access to Your information. If Your username or password is subject to unauthorized access, You should immediately inform Propello Cloud.
(e) You must not share Your username or password with any third party. Any unauthorised use must be reported to firstname.lastname@example.org as soon as You are aware of such use, and Propello Cloud will, as soon as reasonably possible, cancel Your username and/or password and issue new login details to You.
(f) Propello Cloud may, for security or other reasons, require You to change Your username and/ or password, or other information, which facilitates access to this Benefits Platform from time to time.
(g) Propello Cloud reserves the right to cancel Your username and password without further notice if Propello Cloud has reasons to believe that You have breached any of these Terms.
4. Benefit Redemption
(a) The Benefit You redeem via the Benefits Platform is redeemable for the goods and/or services of a specific Benefits Provider. You acknowledge and accept that the Benefits Provider, not Propello Cloud or the Licensee, will be the seller of the goods and services and is solely responsible for providing any Benefit You wish to redeem or redeem.
(b) All Benefits provided by the Benefits Platform are offered to You either for free or below their retail price and are subject to the specific terms and conditions of the Benefits Platform and the participating Benefits Provider.
(c) Propello Cloud shall retain full and final control over which Benefits Providers shall provide Benefits via the Benefits Platform and may add or remove Benefits Providers from the Benefits Platform at its absolute discretion from time to time.
(d) This Agreement incorporates by reference the fine print and any additional terms and conditions set forth on the face of each Benefit. In the event of any conflict between this Agreement and any terms and conditions set forth on the Benefit itself, this Agreement shall prevail to the extent of that inconsistency.
(e) The Benefits Provider is fully responsible for any and all injuries, illnesses, damages, claims, liabilities and costs suffered by or in respect You in connection with a Benefit, whether caused in whole or in part by the Benefits Provider, as well as for any unclaimed property liability arising from unredeemed Benefits.
(f) Benefits are redeemable in their entirety only and may not be redeemed incrementally or in part.
(g) There is no issue of credit associated with any Benefit unless otherwise required by law.
(h) Reproduction, sale, transfer or trade of a Benefit is strictly prohibited. Should You attempt any of the above activities, Propello Cloud retains the right to prohibit any further use of the Benefits Platform by You without liability.
(i) Any attempted redemption not consistent with this Agreement will render the Benefit null and void to the extent allowed by law.
(j) If You redeem the Benefit for less than its face value, You will not be entitled to a credit, cash or a new Benefit equal to the difference between the face value and the amount You redeemed, unless otherwise required by law.
(k) Benefit may be applied only to merchandise sold by a Benefits Provider, and may not be applied to shipping or handling charges.
(l) Benefits may not be combined with any other gift certificates, third party certificates, Benefits, or promotions, unless otherwise specified by Benefits Provider.
(m) Upon cancellation of Your membership, You shall be unable to redeem any further Benefits and Benefits previously redeemed shall become null and void.
(n) Propello Cloud does not provide any specialist advice (for example, advice for accounting, regulatory, legal, pensions or taxation matters) (collectively, "Specialist Advice") in relation to the Benefits, the Benefits Platform, or Your use thereof. You shall be responsible for obtaining Your own Specialist Advice where necessary and Propello Cloud accepts no liability in respect of such Specialist Advice.
5. Benefit Delivery
(a) Propello Cloud will deliver the Benefits redeemed in one or a combination of the following methods:
(i) Mail the Benefits via post at Your mailing address provided at the time of the redemption of the Benefit on the Benefits Platform. Any such delivery mechanism will be specified during the redemption on the Benefits Platform.
(ii) Phone redemption where Propello Cloud will present a specific code and telephone number to You to redeem the Benefit. Any such delivery mechanism will be specified during the redemption on Benefits Platform.
(iii) Link-based redemption where Propello Cloud will offer a protected link within the Benefits Platform website in order to help You redeem the Benefit directly from Your account.
(iv) Email the Benefit and a unique link to Your email address provided at the time of the redemption of the Benefit on Benefits Platform. If the delivery mechanism stated above is not specified, it should be understood that Benefits will be emailed, with a specific link to a static html page.
(b) Benefits may have unique identification numbers or codes as specified by the Benefits Provider. Authentication and uniqueness of the Benefits in such clause will be based on the type of service being redeemed, and the Benefits Provider's preference.
(c) The Balance may be used to redeemed Benefits or converted by and at the discretion of Propello Cloud into a payment to You. For the avoidance of doubt, You hereby agree and acknowledge that the Balance does not represent a monetary sum held by Propello Cloud for or on Your behalf or otherwise on trust for You, nor create any fiduciary duty owed by Propello Cloud to You.
6. Cancellations and Refunds
(a) If the redemption of any Benefits requires You to make a payment directly to Propello Cloud (and for the avoidance of doubt not the Benefits Provider), for example purchase of a cinema ticket voucher, a legally binding contract for the sale of such Benefit will come into existence between Propello Cloud and You when Propello Cloud accepts Your request to purchase such Benefit, as confirmed by Propello Cloud to You either on the Benefits Platform, on the phone, by email or by mail, depending on the method of delivery of Your Benefit (see paragraph 6 above).
(b) For most purchases online You may have a legal right under the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 ("Regulations") to change Your mind within 14 days ("cooling off period"), cancel Your contract and receive a refund. However, these Regulations do not apply if You are not a consumer (as defined by the Regulations), nor do they give You the right to change Your mind in respect of services, once these have been completed, or digital products after You have started to download or stream these, even if the cooling off period is still running. To exercise the right to cancel, You must inform Propello Cloud at the details set out in this Agreement of Your decision to cancel by a clear statement. To meet the cancellation deadline, it is sufficient for You to send Your communication concerning Your exercise of the right to cancel before the cooling off period has expired.
(c) In respect of any Benefits (other than digital content) purchased by You from Propello Cloud which You can later redeem for free (or part payment) from a Benefits Provider, for example a voucher for a cinema ticket, You will not have the right to cancel such Benefit and request a refund, if You have purchased it on the basis that it would be delivered to You immediately upon Propello Cloud' acceptance of Your purchase request.
(d) If You purchase a digital product from Propello Cloud for download or streaming, for example a discounted e-book or a movie, You will not have the right to change Your mind if the digital product is purchased by You on the basis that it will be delivered or made available to You immediately upon Propello Cloud' acceptance of Your purchase request. If, for whatever reason, such digital content is not delivered to You immediately, You will have up to 14 days to change Your mind, until You have started streaming or downloading.
(e) The above rules regarding cancellation of Benefits do not affect any rights You may be entitled to from the Benefits Provider in respect of the goods or services redeemed as part of the Benefits.
(f) You lose access to the Benefits upon termination of Your membership. Upon such termination Propello Cloud will request the Benefits Provider to revoke the Benefits. This may mean that the Services setup with the Benefits Provider by You will cease functioning.
If You wish to contact Propello Cloud on matters related to this Agreement, or any other matter related to the Benefits Platform (including customer service inquiries), You can reach Propello Cloud using the contact details set forth below:
Address: Propello Cloud, Workhouse Studios, Blackburn Road, Ribchester, Lancashire, PR3 3ZQ.
Phone: 0333 202 88 33
(a) Without prejudice to any remedy that Propello Cloud or the Licensee may have against You, Propello Cloud or the Licensee may terminate or suspend with immediate effect and without further notice Your access to and use of this Benefits Platform and Your membership, if it:
(i) reasonably believes that You have breached any of the terms of this Agreement or the Rewards Terms;
(ii) is unable to verify the accuracy or validity of any information provided by You;
(iii) suspects fraudulent, abusive or illegal activity relating to Your membership or use of the Benefits Platform;
(iv) has reasonable concerns relating to the security of Your log in details or use of the Benefits Platform.
(b) Should You object to any of the terms of this Agreement or the Rewards Terms, or any subsequent changes to them, or become dissatisfied with this Benefits Platform in any way, Your only recourse is to immediately discontinue to access or use this Benefits Platform.
(c) You may cancel Your membership using the contact details in clause 7 above.
9. Benefits Platform: Availability, Accessibility and Changes
(a) You acknowledge that interruptions in the Benefits Platform and/or other events may occur that are beyond the control of Propello Cloud, and that Propello Cloud shall not be responsible for any such interruption or any data lost while transmitting information on the Web or otherwise. While Propello Cloud aims to make the Benefits Platform accessible at all times it may be unavailable from time to time for any reason including, but not limited to, routine maintenance. You acknowledge and accept that due to circumstances both within and outside of the control of Propello Cloud, access to the Benefits Platform may be interrupted, suspended or terminated from time to time.
(b) You are responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Benefits Platform and You will be solely responsible for all charges related thereto. Propello Cloud shall not be liable for any damage to Your equipment resulting from Your use of the Benefits Platform.
(c) Propello Cloud shall have the right at any time to change or discontinue any aspect or feature of the Benefits Platform including, but not limited to, Benefits, content, hours of availability and equipment needed for access or use. Further, Propello Cloud may discontinue disseminating any portion or category of information, may modify or eliminate any transmission method and may change transmission speeds or other signal characteristics.
10. Your Use of the Benefits Platform
(a) You agree that Your use of the Benefits Platform will at all times be lawful. You agree not to post or transmit through the Benefits Platform any material which violates or infringes in any way upon the rights (including the intellectual property rights) of others, or any material which is unlawful, threatening, abusive, defamatory, invasive of privacy or publicity rights, vulgar, obscene, profane or otherwise objectionable, which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law, or which, without Propello Cloud' express prior, written approval, contains advertising or any solicitation with respect to products or services.
(b) Any conduct by You that in Propello Cloud sole discretion restricts or inhibits any other end user of the Benefits Platform from using or enjoying the Benefits Platform is strictly prohibited. You agree not to use the Benefits Platform to advertise or perform any commercial, religious, political or non-commercial solicitation, including, but not limited to, the solicitation of other end users of the Benefits Platform to become users of other on- or offline services directly or indirectly competitive or potentially competitive with Propello Cloud. Any content that is posted or uploaded that is or may be deemed unsuitable by Propello Cloud can and may be taken down by Propello Cloud without notice. Furthermore, Propello Cloud reserves the right to edit, change, alter, delete and prohibit any and all content that it deems unsuitable in its sole discretion.
(c) You agree not to:
(i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make available Your membership, the Benefits Platform or the Benefits to any third party, other than for purposes as expressly permitted by the terms of this Agreement;
(ii) use the service to process data on behalf of any third party users;
(iii) modify, adapt, or hack the Benefits Platform or otherwise attempt to gain unauthorized access to the Service or related systems or networks;
(iv) falsely imply any sponsorship or association with Propello Cloud;
(v) use the Benefits Platform or the Benefits in any unlawful manner including, but not limited to, violation of any person's privacy rights;
(vi) use the Benefits Platform to send unsolicited or unauthorised junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages;
(vii) use the Benefits Platform to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person's intellectual property rights;
(viii) use the Benefits Platform in any manner that interferes with or disrupts the integrity or performance of the Benefits Platform and its components;
(ix) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service;
(x) use the Benefits Platform to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory;
(xi) use the Benefits Platform to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software; or
(xii) try to use, or use the Benefits Platform in violation of the terms of this Agreement.
(d) The foregoing provisions of this clause 10 apply equally to and are for the benefit of Propello Cloud, its subsidiaries, affiliates and its third party content providers and licensors, and each shall have the right to assert and enforce such provisions directly or on its own behalf
11. Intellectual Property
(a) All content located on or in the Benefits Platform is the exclusive property of Propello Cloud or the Licensee or is used under licence with the express permission of the copyright and/or trademark owner. Any copying, distributing, transmitting, posting, linking, deep linking, or otherwise modifying of the website without the express written permission of Propello Cloud is strictly prohibited. Any violation of this policy may result in a copyright, trademark or other intellectual property right infringement that may subject You to civil and / or criminal penalties.
(b) The Benefits Platform contains copyrighted material, trademarks and other proprietary information, including, but not limited to, logos, trade names, dress and getup, text, software, photos, video, graphics, music, sound, and other content of Propello Cloud protected by copyright. Propello Cloud owns a copyright in the selection, coordination, arrangement and enhancement of all such content, as well as in the content original to it. You may not modify, publish, transmit, participate in the transfer or sale, create derivative works, or in any way exploit, any of the content, in whole or in part. You may download / print / save copyrighted material for Your personal (non-commercial) use only. Except as otherwise expressly stated under copyright law, no copying, redistribution, retransmission, publication or commercial exploitation of downloaded material without the express permission of Propello Cloud and the copyright owner is permitted. If copying, redistribution or publication of copyrighted material is permitted, no changes in or deletion of author attribution, trademark legend or copyright notice shall be made. You acknowledge that You do not acquire any ownership rights by downloading copyrighted material. Trademarks that are located within or on the Benefits Platform shall not be deemed to be in the public domain but rather the exclusive property of Propello Cloud, unless such site is under license from the trademark owner thereof in which case such license is for the exclusive benefit and use of Propello Cloud, unless otherwise stated.
(c) You shall not upload, post or otherwise make available on the Benefits Platform any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right. Propello Cloud does not have any express burden or responsibility to provide You with indications, markings or anything else that may aid You in determining whether the material in question is copyrighted or trademarked. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights or any other harm resulting from such a submission. By submitting material to any public area of the Benefits Platform, You warrant that the owner of such material has expressly granted Propello Cloud the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate and distribute such material (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or hereafter developed for the full term of any copyright that may exist in such material. You also permit any other end user to access, view, store or reproduce the material for that end user's personal use. You hereby grant Propello Cloud the right to edit, copy, publish and distribute any material made available on the Benefits Platform by You.
(d) The foregoing provisions of this clause 11 apply equally to and are for the benefit of Propello Cloud, its subsidiaries, affiliates and its third party content providers and licensors and each shall have the right to assert and enforce such provisions directly or on its own behalf.
(e) By posting communications on or through the Benefits Platform, You shall be deemed to have granted to Propello Cloud a royalty-free, perpetual, irrevocable, non-exclusive licence to use, reproduce, modify, publish, edit, translate, distribute, perform, and display the communication alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees.
12. No Warranties
(a) You expressly agree that use of the Benefits Platform is at Your sole risk. Neither Propello Cloud, the Licensee, its affiliates nor any of their respective employees, agents, third party content providers or licensors warrant that its use will be uninterrupted or error free; nor do they make any warranty as to:
(i) the results that may be obtained from use of the Benefits Platform;
(ii) the rewards which may be earned through the Benefits Platform; or
(iii) the accuracy, reliability or content of any information, Benefits Platform or merchandise provided through the
13. Benefits Platform
(a) The Benefits Platform is provided on an "as is" basis without warranties of any kind, either express or implied, including, but not limited to, warranties of title or implied warranties of merchantability or fitness for a particular purpose, other than those warranties which are implied by and incapable of exclusion, restriction or modification under the laws applicable to this Agreement.
(a) This disclaimer of liability applies to any damages, expenses, losses, liabilities or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behaviour, negligence, or under any other cause of action.
(b) You specifically acknowledge that Propello Cloud is not liable for Your defamatory, offensive or illegal conduct or that of other end users, the Licensee Benefits Providers, other users or third-parties and that the risk of injury from the foregoing rests entirely with You. In no event shall Propello Cloud, or any person or entity involved in providing the Benefits Platform, be liable for any damages, including, without limitation, direct, indirect, incidental, special, consequential or punitive damages arising out of the use of or inability to use the Benefits Platform. You hereby acknowledge that the provisions of this clause shall, without limitation, apply to all content in the Benefits Platform.
(c) Propello Cloud shall not in any circumstances be liable (whether in contract, tort or otherwise) for loss or damage howsoever arising and of whatsoever nature (including, without limitation, any indirect or consequential loss or damage, loss of profits, loss of contracts, loss of data, loss of operation time or loss of use of any equipment or process) suffered or incurred by You or any of Your employees or directors or any other third party by reason of the carrying out by Propello Cloud of its obligations under this Agreement, save and to the extent that such loss or damage arises from the finally and judicially determined gross negligence or wilful default, fraud or material breach by Propello Cloud of its obligations under this Agreement.
(d) In addition to the terms set forth above, neither Propello Cloud, nor its affiliates, information providers or content partners shall be liable regardless of the cause or duration, for any errors, inaccuracies, omissions, or other defects in, or untimeliness or lack of authenticity of, the information provided in connection with the Benefits Platform, or for any delay or interruption in the transmission thereof to You, or for any claims or losses arising therefrom or occasioned thereby. None of the foregoing parties shall be liable for any third-party claims or losses of any nature, including without limitation lost profits, punitive or consequential damages.
(e) In the event that Propello Cloud is held liable for any loss or damage under this Agreement, then Propello Cloud maximum aggregate liability shall be limited to £500.
(f) Nothing in this clause 14 or otherwise in this Agreement shall limit or exclude Propello Cloud liability in respect of claims for death or personal injury arising from Propello Cloud negligence, for fraudulent misrepresentation, or any other liability which may not be excluded by law. Your statutory rights shall remain unaffected.
You agree to defend, indemnify and hold harmless Propello Cloud, its affiliates and their respective directors, officers, employees and agents from and against all claims and expenses, including attorney's fees, arising out of Your use of the Benefits Platform and any breaches of the terms of this Agreement.
Propello Cloud shall have the right, but not the obligation, to monitor the content of the Benefits Platform at all times, including any chat rooms and forums that may hereinafter be included as part of the Benefits Platform, to determine compliance with this Agreement and any operating rules established by Propello Cloud, as well as to satisfy any applicable law, regulation or authorized government request. Without limiting the foregoing, Propello Cloud shall have the right to remove any material that Propello Cloud, in its sole discretion, finds to be in violation of the provisions hereof or otherwise objectionable.
18. Third Party Content>
(a) Propello Cloud, similar to any Web service provider, may distribute (and not a publisher) content supplied by third parties and End Users. Accordingly, Propello Cloud has no more editorial control over such content than does a public library, bookstore or newsstand. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, or any other end users are those of the respective author(s) or distributors) and not of Propello Cloud. Neither Propello Cloud nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content, nor its Benefits Provider's ability or fitness for any particular purpose.
(b) In many instances, the content available through the Benefits Platform represents the opinions and judgments of the respective information provider, end user, or other user not under contract with Propello Cloud. Propello Cloud neither endorses nor is responsible for the accuracy or reliability of any opinion, advice, or statement made on Propello Cloud by anyone other than authorized Propello Cloud employee spokespersons while acting in official capacities. Under no circumstances will Propello Cloud be liable for any loss or damage caused by Your reliance on information obtained through Propello Cloud. It is Your responsibility to evaluate the accuracy, completeness, or usefulness of any information, opinion, advice, etc., or other content available through Propello Cloud.
(c) The Benefits Platform may contain links to third party Web sites maintained by other content providers. These links are provided solely as a convenience to You and not as an endorsement by Propello Cloud of the contents on such third-party sites and Propello Cloud hereby expressly disclaims any representations regarding the content or accuracy of materials on such third-party websites. If You decide to access linked third-party Web sites, You do so at Your own risk. Unless You have executed a written agreement with Propello Cloud expressly permitting You to do so, You may not provide a hyperlink to the Benefits Platform from any other website. Propello Cloud has the right to revoke its consent to any link at any time in its sole discretion reserves.
(a) If Propello Cloud' performance of any of its obligations under this Agreement is delayed by an event outside its control then Propello Cloud will contact You as soon as possible to let You know and will take steps to minimise the effect of the delay. Propello Cloud shall not be liable to You in any way for any event beyond its control.
(b) Your membership is personal to You and You shall not assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of Your rights and obligations under it. Propello Cloud may at any time assign, mortgage, charge, declare a trust over or deal in any other manner with any or all of its rights under this Agreement.
(c) No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(d) If any court or competent authority finds that any provision of this Agreement (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of this Agreement shall not be affected. If any invalid, unenforceable or illegal provision of this Agreement would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
(e) The rights and remedies provided under Your membership are in addition to, and not exclusive of, any rights or remedies provided by law and without prejudice to any of Your rights as a consumer.
(f) Your membership constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
(g) Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
(h) No one other than a party to Your Membership, their successors and permitted assignees, shall have any right to enforce any of its terms.
(i) This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
(j) Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement, its subject matter or formation.