1.These Terms

a. These terms create a legal agreement between you (“you” or “your”) and Utelly Ltd, of 93 Kidbrooke Grove, London SE3 0LQ, a company registered in England and Wales under company number 08466031 (“we”, “us” or “our”) in relation to the Utelly app made available via the Apple App Store, and any related services related to our app (together the “App” or “App”). You agree that by accessing and/or using the App, you are agreeing to these terms and our Privacy Policy.

b. You agree that you are at least 13 years old and that if you are between 13 years and 18 years old, your legal guardian has reviewed and agrees to these terms and is happy for you to use the App.

c.You can access these terms at any time at www.utelly.com/terms-and-conditions.

d. We reserve the right to update these terms from time to time by posting the updated version at that address. We may do so because we change the nature of our products or services, for technical or legal reasons, or because the needs of our business have changed. You agree that if you do not accept any amendment to our terms then you shall immediately stop accessing and/or using the App.

2. Using the App

a. You acknowledge that the App’s remote control function works only in the UK and only in connection with a Virgin Media TIVO set-top box (and such other devices as we may notify you of by means of our website at www.utelly.com (“Website”).

b. You are responsible for the internet connection and/or mobile charges that you may incur for using the App. You must ask your internet access provider or mobile operator if you don’t know what these charges will be, before you use the App.

c. We have the right to suspend, withdraw or modify the App (in whole or in part) without liability to you in the following circumstances: for technical reasons (such as maintenance, or technical difficulties experienced by us or on the internet); to allow us to improve the usability of functionality of the App; where we have legal reasons for doing so (including privacy or other legal objections to the content or functionality of the App); because it is no longer economically viable or efficient to provide the App.

3. Accounts

a. You agree that you shall take all steps necessary to protect your log in details and keep them secret. You agree that you shall not give your log in details to anyone else or allow anyone else to use your log in details or account. In these terms, references to “log in details” or “account” include your log in details and account for Facebook, Twitter or any social network or platform that you may allow the App to interact with, as well as online content services such as Virgin Media, Netflix or Amazon Instant etc.

b. If you fail to keep your login details confidential, or if you deliberately or unintentionally share your login details or account with someone else, you accept full responsibility for the consequences of this and agree to fully compensate us for any losses or harm that may result. That includes any in-App purchases which you did not personally authorise, and any on-demand purchases made via online content providers which are linked to from the App.

c. We will not be responsible to you for any loss that you suffer as a result of an unauthorised person accessing your account and using the App and we accept no responsibility for any losses or harm resulting from its unauthorised use, whether fraudulently or otherwise.

4. DISCLAIMER – No control over Content, No Warranty regarding the App

a. We do not control the television content available to you by means of using the App, nor any third party editorial, advertising or promotional material available in the App in relation to any television content (all that television content and in-App material is referred to in these terms as “Content”). The Content is not produced by or for us, nor comprehensively reviewed by us. Therefore we do not guarantee the accuracy, integrity or quality of that Content. You understand that when using the App, you may be exposed to Content that you may consider offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any losses or harm of any kind resulting from the use of any Content posted, emailed, transmitted or otherwise made available via the App.

b. The App is provided “as is” and without warranty of any kind. To the maximum extent permitted by law, we disclaim any and all warranties, express or implied, including implied warranties of satisfactory quality, fitness for a particular purpose, and non-infringement of proprietary rights, and any other warranty, condition, guarantee or representation. You acknowledge that we cannot reasonably guarantee, and do not guarantee, that the App will always work properly.

c. Any use or reliance on any Content is at your own risk.

5. User conduct and content

a. You must comply with all laws applicable in the UK or any other the location that you access the App from. If any laws applicable to you restrict or prohibit you from using the App, you must comply with those legal restrictions or, if applicable, stop accessing and/or using the App.

b. You promise that all the information you provide to us on accessing and/or using the App is and shall remain true, accurate and complete at all times.

c. Information, data, software, sound, photographs, graphics, video, tags, or other materials may be sent, uploaded, communicated, transmitted or otherwise made available via the App by you or another user. You, not us, are entirely responsible for any item that you may upload, communicate, transmit or otherwise make available via the App.

6. You agree that you will not:

a. use the App to harm anyone or to cause offence to or harass any person;

b. use another person or entity’s email address in order to sign up to use the App;

c. use the App for fraudulent or abusive purposes (including, without limitation, by using the App to impersonate any person or entity, or otherwise misrepresent your affiliation with a person, entity or the App);

d. disguise, anonymise or hide your IP address or the source of any Content that you may upload;

e. use the App for any commercial or business purpose or for the benefit of any third party or to send unsolicited communications;

f. remove or amend any proprietary notices or other ownership information from the App;

g. interfere with or disrupt the App or servers or networks that provide the App;

h. except as permitted by law, attempt to decompile, reverse engineer, disassemble or hack any of the App, or to defeat or overcome any of our encryption technologies or security measures or data transmitted, processed or stored by us;

i. ‘spider’, ‘harvest’, ‘scrape’ or collect any information about or regarding other people that use the App, including, but not limited to any personal data or information (including by uploading anything that collects information such as ‘spyware’);

j. disrupt the normal operation of the App or do anything which is likely to have a negative effect on other users’ ability to use the App;

k. disobey any requirements or regulations of networks connected to the App;

l. use the App in violation of any applicable law or regulatory requirement;

m. attempt to get around technological measures designed to control access to, or elements of, the App; or

n. use the App in any other way not permitted by these terms.

7. No control over User Contributions

a. We do not control material posted on the App by other users (“User Contributions”) and therefore we do not guarantee the accuracy, integrity or quality of any User Contributions. You understand that when using the App, you may be exposed to User Contributions that you may consider offensive, indecent or objectionable. Under no circumstances will we be liable in any way for any User Contributions, including, but not limited to, any errors or omissions in them, or any losses or harm of any kind resulting from the use of any User Contributions.

b. You are solely responsible for your interactions with other users of the App.

8. Your breach of these terms

a. We reserve the right to suspend or terminate your access to the App (including by deleting your account) if we reasonably believe that you are in material breach of these terms (including by repeated minor breaches). Any significant breach, including a breach of paragraph 6, is likely to be considered material breaches.

b. You agree to compensate us, according to law, for all losses, harm, claims and expenses that may arise from any breach of these terms by you.

9. LIMITATION OF LIABILITY – IMPORTANT – PLEASE READ CAREFULLY

a.We accept liability for death or personal injury resulting from our negligence or that of our employees or agents, and for losses or harm caused by fraud by us or our agents, or any other liability which may not by law be excluded.

b. For any losses or harm (other than those mentioned in paragraph 9.a immediately above), in any period of twelve months, we will only be responsible for losses or harm which are a reasonably foreseeable consequence of our negligence or breach of these terms up to the value of the amount that you have paid to us in the 12 month period ending on the date of your claim, or £250.00, whichever is greater. Losses and harm are foreseeable where they could be contemplated by you and us at the time of you agreeing to these terms.

c. We are not responsible for:

i. losses or harm not caused by our breach of these terms or negligence; or

ii. losses or harm which are not reasonably foreseeable by you and us at the time of you agreeing to these terms including those losses which happen as a side effect of foreseeable losses. This could include loss of data, loss of opportunity, service interruption, computer or other device failure or financial loss;

iii. any increase in loss or damage resulting from breach by you of any of these terms; or

iv. technical failures or the lack of availability of our website, Apps, and/or social media channels where these are not within our reasonable control.

d. We will provide the App with the same skill and care as other similar App providers, but you acknowledge that your only right with respect to any problems or dissatisfaction with any of the App is to discontinue your use of that App and we are not responsible or liable for any interruptions or errors that you may experience while using the App.

10. Intellectual property

a. You acknowledge that all copyright, trade marks (including ‘Utelly’ and the Utelly logo), and other intellectual property rights in and relating to the App (other than any User Contributions) is owned by us or licensed to us by our partners.

b. Whilst you are in compliance with these terms, we grant you a non-exclusive, non-transferable, personal, revocable limited licence to access and use the App (but not the related object and source code) for your own personal private use, in each case provided that such use is in accordance with these terms. You agree not to use the App for anything else.

c. You must not copy, distribute, make available to the public or create any derivative work from the App or any part of the App unless we have first agreed to this in writing.

d. In particular, and without limiting the application of paragraph 9.c above, you must not make available any technological measures designed to control access to, or elements of, the App, including providing access to any Content or User Contribution, whether on a free of charge basis or otherwise.

e. By making User Contributions by means of the App you:

i. are representing that you are fully entitled to do so;

ii. grant us and our group companies the right to edit, adapt, publish and use your entry and any derivative works we may create from it, in any and all media (whether it exists now or in the future), for any purpose, in perpetuity, without any payment to you;

iii. acknowledge that you may have what are known as “moral rights” in the , for example the right to be named as the creator of your entry and the right not to have work subjected to derogatory treatment. You agree to waive any such moral rights you may have in the User Contribution; and

iv. agree that we have no obligation to monitor or protect your rights in any User Contribution that you may submit to us.

f.You must not copy, distribute, make available to the public or create any derivative work from any User Contribution belonging to any other user of the App.

g. If you submit comments, ideas, or feedback to us, you agree that we can use them without any restriction or compensation to you. If we accept your submission, we do not waive any rights to use similar or related ideas or feedback previously known to us, developed by our employees, or obtained from sources other than you.

11. Copyright Infringement Notices: If you believe your copyright-protected work was included in the App without authorization, you may submit a copyright infringement notification by emailing us with the following information: name; street address; email address; full details of the work you allege is your unlicensed copyright material. These requests should only be submitted by the copyright owner or an agent who is authorised to act on the owner’s behalf. If you choose to request removal of content by submitting an infringement notification, please remember that you are initiating a legal process. Under no circumstance should you make any claim which is not founded. Misuse of this process may result in the suspension of your account or other legal consequences.

12. Open Source Software: All open source or third-party code incorporated in the App is covered by the applicable open source or third-party end user license agreement, if any, that authorises the use of such code

13. Privacy

a. We are registered with the Information Commissioners as a data controller in the United Kingdom.

b. We will only collect, process, use and share your personal information in accordance with our Privacy Policy and as set out in these terms. By using the App, you give your consent to us collecting, processing, using and sharing your personal data in this way. If you do not agree to our Privacy Policy you should not access and/or use the App.

c. Any personal information that we may collect may also be subject to the policy of any social network that you may agree to link the App to. If you use the App and you agree to allow them to interact with a social network you are giving us permission to use your email address and other personal information which that social network shares with us that will allow us to personally identify you. You are also granting us permission to help your contacts on that network find you so that you can use socially. This is intended to make the App more enjoyable for you and others that use the App on the social network. If you do not agree to these practices you should not allow the App to interact with your social network.

d. We may use cookies to store certain types of information each time you use the App. They may for example be used to help us recognise your computer and to ensure that your account is accessed by the person that inputs the correct username and password for that account. You can find out more about how we use cookies by reading our Privacy Policy.

14. Links

a. We may link to third party websites or services from the App. You understand that we make no promises regarding any content, goods or services provided by such third parties and we do not endorse them. We are also not responsible to you in relation to any losses or harm caused by such third parties. Any charges you incur in relation to those third parties are your responsibility. You understand that when you provide data to such third parties you are providing it in accordance with their privacy policy (if any) and our own privacy policy does not apply in relation to that data.

15.General

a. We may wish to transfer all or a part of our rights or responsibilities under these terms to someone else without obtaining your consent. You agree that we may do so provided that the transfer does not significantly disadvantage you. You may not transfer any of the rights we give you under these terms unless we first agree to this in writing.

b. These terms set out the entire agreement between you and us concerning the App (as defined in paragraph 1) and they replace all earlier agreements and understandings between you and us. If you also access or use the App via other platforms (for example, on our website or via any other third party website or service) then different terms apply in respect of those services.

c. If any part of these terms is held to be invalid or unenforceable under any applicable local laws or by the Applicable court, that part shall be interpreted in a manner consistent with applicable law to reflect as nearly as possible our original intentions and the remainder of these terms shall remain valid and enforceable.

d. Our failure to exercise or enforce any of our rights under these terms does not waive our right to enforce such right. Any waiver of such rights shall only be effective if it is in writing and signed by us.

16. Complaints and dispute resolution

a.Most concerns can be solved quickly by contacting us at weloveourusers@utelly.com.

b. In the unlikely event that legal action becomes necessary either by us or by you, these terms shall be governed by and construed in accordance with the laws of England and subject to the jurisdiction of the English courts.

17. Apple Mandatory Terms. By downloading the App from the Apple iTunes App Store, the following terms also apply to you:

a. Acknowledgement: Both of us acknowledge this constitutes an agreement between you and us only, and not with Apple, and we, not Apple, are solely responsible for the App and the content thereof.

b.Scope of Licence: This Licence granted to you for the App is limited to a non- transferable license to use the App on an iPhone, iPad or iPod touch that you own or control and as permitted by the Usage Rules set forth in the App Store Terms and Conditions (the “Usage Rules”).

c. Maintenance and Support: We, not Apple, are solely responsible for providing any maintenance and support services with respect to the App, as specified in this Agreement. We and you both acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App.

d. Warranty: We are solely responsible for any product warranties, whether express or implied by law, to the extent not effectively disclaimed in these Terms. In the event of any failure of the App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App to you. To the maximum extent permitted by law, Apple will have no other warranty obligation whatsoever with respect to the App, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our sole responsibility.

e. Product Claims: We and you acknowledge that We, not Apple, are responsible for addressing any claims by you or any third-party relating to the App or your use or possession of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

f. Intellectual Property Rights: You and We acknowledge that, in the event of any third-party claim that the App or your possession and use of the App infringes that third-party’s intellectual property rights, We, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim.

g.Legal Compliance and Export: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

h. Third Party Beneficiary: We and you acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement, and that, upon acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof.

18. Questions about these terms

a. If you have any questions about these terms or the App you may contact us by email at weloveourusers@utelly.com.