TERMS OF USE AGREEMENT

Access to the EQUINOX website, as described below, is provided by Equinox Innovations Ltd ("EQUINOX"). EQUINOX is registered in England and Wales under company number 07639940 and with registered office at Office 36, 88-90 Hatton Garden, London, EC1N 8PN.

For purposes of these terms of use, "EQUINOX" shall also include its affiliates, their officers, directors and employees and may be referred to as "we" or "us". The "Site" shall mean the website accessible at www.equinoxinnovations.com, as well as EQUINOX controlled web pages linked to such address and all information, content, data, products, materials and services available on or through such pages. The terms "you" and "your" shall mean you as an individual, together with the entity through which, or on behalf of, you access the Site for any reason.

This agreement, containing EQUINOX's terms of use for the Site (the "Agreement"), sets out the terms and conditions, as well as your rights and responsibilities, by which you may use the Site. By accessing and continuing to use the Site, you are indicating your understanding of and agreement to be bound by, the terms and conditions as set out herein, thus creating a legal agreement between you and EQUINOX. If you do not accept the terms and conditions of the Agreement, you should immediately cease use of the Site. Please note that the Agreement may be updated from time to time. While EQUINOX shall use reasonably efforts to make you aware of such changes, with or without such notice, you shall have been deemed to have accepted such updated terms by your continued use. We therefore strongly advise you to check the Site for any updates of this Agreement on a regular basis.

Intellectual Property Rights

EQUINOX and certain third parties, with whom it has contractual arrangements to provide information or functionality, as applicable, shall retain all intellectual property in the Site, including the Information (as defined below), such as copyright, trademarks, database rights and other intellectual property rights. All such rights are reserved.

With the exception of the information you enter onto the Site, you will not acquire any ownership, title, right, or interest of any kind in or to the Site, or any portion of any Information on the Site. Other than as expressly permitted on the Site, you may not download, retransmit, or reproduce anything available on or through the Site, in any manner or in any form and you shall not alter, erase or otherwise obscure any proprietary or other notices on the Site.

You may print off one copy, and may download extracts, of any page(s) from the Site for your personal reference and you may draw the attention of others within your organisation to material posted on the Site.

You must not modify the paper or digital copies of any materials you have printed off or downloaded in any way, and you must not use any illustrations, photographs, video or audio sequences or any graphics separately from any accompanying text.

EQUINOX'S status (and that of any identified contributors) as the authors of material on Site must always be acknowledged.

You must not use any part of the materials on the Site for commercial purposes without obtaining a licence to do so EQUINOX.

You agree to use the Site and the Information, only for your own personal use and not to reproduce, retransmit, disseminate, sell, distribute, republish, broadcast, post, circulate or commercially exploit the Site, or the Information, in any manner without the express prior written consent of EQUINOX, nor to use the Information available on the Site for any unlawful purpose.

If you print off, copy or download any part of our Site in breach of these terms of use, your right to use our site will cease immediately and you must, at EQUINOX'S option, return or destroy any copies of the materials you have made.

Disclaimer of Warranties

Information made available on the Site ("Information"), is provided by EQUINOX for general information purposes only and is not intended to address your specific requirements. EQUINOX does not guarantee or make any warranty in respect of the completeness, timeliness or accuracy of the Information and shall not be responsible for any errors or omissions contained therein, or any delays in providing such Information, failure to access the same or EQUINOX's inability to provide the Information. The Information and any related services provided by EQUINOX hereunder are provided on an "as is" and "as available" basis and EQUINOX does not give any additional warranties or conditions, whether express or implied by statute, common law or otherwise, including, but not limited to, satisfactory quality, merchantability, or fitness for a particular purpose. EQUINOX gives no warranty whatsoever for any third party software whether or not provided by EQUINOX through the Site.

Limitation of Liability

In no event shall EQUINOX be liable for any damages (even if EQUINOX has been advised of the possibility of such damages), including without limitation, direct, indirect, incidental, consequential, special, exemplary, punitive or other losses or damages (including, but not limited to, damages for loss of profits and loss of business) arising out of the use or inability to use the Site or the Information, however caused, and on any theory of liability.

Should the above disclaimer of liability be held to be invalid or unenforceable, you agree that EQUINOX's maximum cumulative aggregate liability to you for all damages, losses, and causes of action (whether in contract, tort or otherwise) shall not exceed, in the aggregate, the total value of any fees received, if any, by EQUINOX from you, in relation to your access to the Site, or the Information, during the twelve (12) month period preceding the date that such damages were incurred.

Viruses, hacking and other offences

You must not misuse the Site by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Site, the server on which the Site is stored or any server, computer or database connected to the Site. You must not attack the Site 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 the Site will cease immediately.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Site or to your downloading of any material posted on it, or on any website linked to it.

Anti-Spam Policy

Equinox does not send unsolicited bulk e-mails to customers under any circumstances. On the occasion that e-mails are sent to customers it is in direct response to the customer providing the e-mail address to Equinox including, but not limited to, confirmation e-mails on business listing inquiries, opt-in newsletters, opt-in e-mail alerts, follow-up e-mails on listing inquiries, other follow-up communications related to the customer's expressed interest in our Services and other voluntary submissions of information with the intent for Equinox to provide a service to the customer. Equinox does not tolerate the transmission of SPAM.

Indemnity

You agree to indemnify, defend and hold harmless EQUINOX from and against any claim, action or demand, including, without limitation, reasonable legal fees, made by any third party due to, or arising out of, your breach of this Agreement, including, inter alia, due to you accessing the Site from outside of the European Economic Area ("EEA").

Jurisdictional Issues

EQUINOX makes no representation that, outside of the EEA, (i) materials on the Site are appropriate or available for use in such other locations, or (ii) that any products, instruments or services discussed on the Site are appropriate or available for use or sale in any jurisdiction. Access to the Site, from outside of the EEA, shall be at your own risk and you are responsible for compliance with all applicable local laws and regulations. EQUINOX reserves the right to limit the availability of the Site to any person, geographic area, or jurisdiction it desires, at any time and in its sole discretion.

Links to Other Websites

Links to third party websites, made available to you through the Site, are provided solely for convenience purposes and are not an endorsement by EQUINOX of the contents of such third-party websites. EQUINOX makes no representations or recommendations concerning such websites, nor has it reviewed or approved any content that appears on them. We refer you to any terms of use that may appear on such third party sites and you acknowledge and agree that EQUINOX shall not be held responsible for the legality, timeliness, accuracy, completeness or appropriate nature of any information, data or other content, advertising, products, or services located on or through such websites, nor for any loss or damages caused or alleged to have been caused by your use of, inability to use, or reliance on, any such content, information or data. If you decide to access a linked website, you do so at your own risk.

Privacy

EQUINOX's policy with respect to the collection and use of your personal information is set out in its Privacy Policy, available for inspection (Privacy Policy). By using the Site, you consent to such processing and you warrant that all data provided by you is accurate.

Termination

This Agreement, as amended by EQUINOX from time to time in accordance with its terms, shall remain effective indefinitely until terminated by EQUINOX. EQUINOX shall have the right to terminate this Agreement, and/or your access to and use of the Site, at any time in its sole discretion and without the requirement of written notification.

Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of England and subject to the exclusive jurisdiction of the English Courts.

If any provision of this Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.

You may not assign or transfer this Agreement and/or any rights and/or obligations hereunder to any other person, firm or enterprise, without the prior written consent of EQUINOX and any attempt to do so shall be void.

At no time shall a failure or delay in enforcing any provisions, exercising any option, or requiring performance, be construed to be a waiver by EQUINOX.

Headings are solely for reference purposes and shall not affect the meaning of any terms.

This Agreement, together with any EQUINOX policies referred to herein, constitutes the entire agreement between you and EQUINOX relating to the subject matter herein and supersedes any prior or inconsistent agreements, negotiations, representations and promises. Should there be any conflict between the terms and conditions herein and those of any EQUINOX policy, the terms and conditions contained herein, as amended from time to time, shall prevail.

Dated Jan 1st 2011.

 
Equinox Innovations
?>