The PDM Framework Agreement
You may not use our Site or the Service unless you are at least 18 years old or if you are unable to form a legally binding contract. Spacehive may, in its sole discretion, refuse to offer the Service to any person or entity and change its eligibility criteria at any time.
You may browse the Site and view Content without registering. You may be required to register with Spacehive and select a password and username in order to access certain parts of the Site.
Where you are required to register:
And you shall not:
- you must safeguard any user name and password which we provide to you; and
- you authorise us to assume that any person using the Site with your user name and password is either you or authorised to act for you.
- select or use as a username or domain a name of another person with the intent to impersonate that person;
- use as a username or domain name subject to any rights of a person other than you without appropriate authorisation; or
- use as a username or domain a name that is otherwise offensive, vulgar or obscene.
2.3 Spacehive reserves the right to refuse registration of, or cancel, a username and domain in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your password. You shall never use another user’s account without such other user’s express permission. You will immediately notify Spacehive in writing of any unauthorised use of your account, or other account related security breach of which you are aware.
2.4 Registering with Spacehive is free. However, we do retain a small proportion of pledges made as a fee for our services in accordance with section 11 below, where the Target Amount set for the relevant Project is reached by the Target Date. All fees are collected for Spacehive by PayPal or GoCardless. The total value of fees retained by Spacehive is noted on the “Costings” section of each Project page. The scale of fees applicable to services offered is availablehere, which we may change from time to time. Changes to any fees are effective after we provide you with notice by posting the changes on the Site. We may choose to temporarily change the fees for our services for promotional events or new services, and such changes are effective when we post the temporary promotional event or new service on the Site.
You are responsible for paying all fees and applicable taxes associated with your use of the Site.
You acknowledge that Content on the Site is subject to copyright, trademarks, service marks and possibly other intellectual property rights (“Intellectual Property Rights”) and proprietary rights and laws.
Use, reproduction, modification, distribution or storage of any Content for other than personal, non-commercial use is expressly prohibited without prior written permission from Spacehive, or from the copyright holder identified in such Content's copyright notice.
You shall not sell, license, rent, reverse engineer any Content consisting of downloadable software or otherwise use or exploit any Content for commercial use or in any way that violates any third party right.
Spacehive grants each user of the Site and/or Service a worldwide, non-exclusive, non-sublicensable and non-transferable license to use, modify and reproduce the Content, solely for personal, non-commercial use in relation to a Project or Initiative.
Nothing you do on or in relation to the Site will transfer any Intellectual Property Rights to you or license you to exercise any Intellectual Property Rights unless this is expressly stated.
You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Service.
Your Use of the Site
You must not (and shall not permit any third party to):
- disrupt or interfere with the Site or servers or other software, hardware or equipment connected to or via the Site (including, without limitation, the introduction of computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data) or misuse the Site (including, without limitation, by hacking);
- take any action that: (i) imposes or may impose (as determined by Spacehive in its sole discretion) an unreasonable or disproportionately large load on Spacehive’s (or its third party providers’) infrastructure; (ii) bypass any measures Spacehive may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); (iii) run Maillist, Listserv, any form of auto-responder or "spam" on the Service; or (iv) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site;
- violate any Applicable Law relating to your use of the Site;
- collect or store personal data about other users of the Site;
- post or transmit to or from the Site any material:
- you know is false, misleading, untruthful or inaccurate;
- o that is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;
- impersonates any person or entity, including any employee or representative of Spacehive;
- constitutes unsolicited or unauthorised advertising or promotional material or any junk mail, spam or chain letters;
- contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Spacehive or any third party;
- infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; or
- for which you have not obtained all necessary licences and/or approvals.
Spacehive shall fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of section 4.1e) above.
Spacehive shall fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or locate anyone posting any material in breach of section 4.1e) above.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Site and Service, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Site and Service, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.
Spacehive has not reviewed sites linked to the Site and is not responsible for the content or accuracy of any off-Site pages or any other sites linked to this Site (including without limitation sites linked through advertisements or through any search engines).
The Site and Service may permit you to link to other websites or resources on the Internet. When you access third party websites, you do so at your own risk. These other websites are not under Spacehive’s control, and you acknowledge that Spacehive is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Spacehive. You further acknowledge and agree that Spacehive shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.
Personal Data and Cookies
We may cancel your access to all or any part of the Service at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership.
Following cancellation we may retain any information you submitted as part of the registration process, and any transaction information arising from your use of this Site and our services, for such period as may be required by Applicable Laws.
If you add, create, upload, submit, distribute, collect, or post ("Submitting" or "Submission") Content to the Site (collectively, the "User Submissions"), you grant Spacehive, solely for the purpose of promoting or developing your Project, Spacehive and/or the Service, a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right to exercise any and all copyright, publicity, trade marks, database rights and intellectual property rights you have in the content, in any media known now or in the future. In addition, you waive all moral rights you have in the content to the fullest extent permitted by law.
You acknowledge that by Submitting any User Submission to the Site, you:
- are publishing that User Submission, and that you may be identified publicly by your username in association with any such User Submission;
- you agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service;
- understand that Spacehive shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Site is the sole responsibility of the person from which such content originated and that Spacehive will not be liable for any errors or omissions in any content; and that Spacehive cannot guarantee the identity of any other users with whom you may interact in the course of using the Service.
Spacehive does not endorse and has no control over any User Submission. Spacehive cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Service is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
Once a Project posting has been accepted by Spacehive and the Project has reached the 'Details Verified Phase', the Project Promoter represents and warrants that the Project Plan is accurate and complete in all material respects.
Spacehive reserves the right to give certain users the ability to create branded campaign pages (“Initiative Managers”).
In addition to those other applicable rights and restrictions herein, Spacehive grants the right to Initiative Managers to edit their own campaign pages and the ability to link and remove to other Projects on the Site. Spacehive shall have the right to delete, edit, modify reformat, excerpt, or translate any materials, Content or information submitted or edited by Initiative Managers.
Project Verification and Delivery
Spacehive may appoint Project Verifiers whose responsibility it is to assess the viability and feasibility of Projects proposed by Project Promoters before a Project is permitted to proceed to fundraising pursuant to section 11 below. Project Verifiers may also be appointed for a specific Project on behalf of Spacehive by the Project Promoters for that Project. Spacehive retains the right to request information from Project Promoters as part of its ongoing monitoring of Projects and the Site.
Spacehive may appoint Project Delivery Managers responsible for delivering and implementing the Project and for receiving and disbursing funds for the Project. Such appointment in respect of a Project shall be made by Spacehive acting as agent for the Funders by an Appointment Request issued by Spacehive pursuant to the PDM Agreement and accepted by the relevant PDM.
Unless stated otherwise, Spacehive does not act as a Project Verifier or PDM and accepts no responsibility or liability for the actions of Project Verifiers or PDMs.
Project Verifiers or PDMs may charge a fee for the services they provide in accordance with section 10.1. Any fees charged by a Project Verifier or PDM will usually be deducted from total of pledged funds for a Project and displayed in the “Costings” section of the Project page.
Spacehive is an online funding platform for civic projects. Spacehive allows people ("Project Promoters") to post projects and raise funds from other users ("Funders"). All funds are collected for PDMs by PayPal or GoCardless (the “Payment Platform”).
Spacehive shall not be liable for your interactions with any organisations and/or individuals found on or through the Service. This includes, but is not limited to, delivery of goods and services, and any other terms, conditions, warranties or representations associated with postings on the Service. Spacehive does not oversee or guarantee the performance, delivery or punctuality of Projects or the application of funds by the PDM and is not responsible for any damage or loss incurred as a result of any such dealings. All dealings are solely between you and such organisations and/or individuals. Spacehive is under no obligation to become involved in disputes between Funders, PDMs or Project Verifiers or between site members and any third party. In the event of a dispute, you release Spacehive, its officers, employees, agents and successors in rights from claims, damages and demands of every kind, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and the Service.
Spacehive shall not be liable for the actions of a Project Promoter, Project Verifier or a PDM, and PDMs are wholly responsible for fulfilling obligations both implied and stated in any Project they agree to deliver. Spacehive reserves the right to cancel a Project posting and refund all associated members' payments at any time for any reason. Spacehive reserves the right to remove a Project posting from public listings for any reason.
In certain Projects, Project Verifiers may also be acting as a Funder, Project Promoter and/or supplier to the Project.
11.5 Spacehive makes no guarantees regarding the performance or fairness of the Payment Platform. Additionally, because of occasional failures of some credit cards and funding sources, Spacehive cannot guarantee the full receipt of the Target Amount.
When a Funder agrees to make a pledge to a Project through PayPal:
- The pledge payment will only be made if Spacehive is satisfied that the Target Amount set for the relevant Project has been reached by the Target Date and notifies the Funder that the Target Amount set for the relevant Project has been reached by the Target Date and notifies PayPal to charge the Funder for the full amount of the pledge and to pass all pledges to the relevant PDM, subject to deduction of any applicable fees from Spacehive, PayPal and Project Verifiers in respect of the relevant pledges. The Funder agrees that Spacehive is entitled to pass such instructions to PayPal.
- If Spacehive is not satisfied that the Target Amount set for the relevant Project has been reached by the Target Date it shall as soon as reasonably practicable notify the Funder that the Target Amount set for the relevant Project has not been reached by the Target Date and notify PayPal to cancel any pending charges against any Funders who have made a pledge. The Funder agrees that Spacehive is entitled to pass such instructions to PayPal. Although Spacehive will endeavour to promptly notify PayPal to cancel any pending charges, Spacehive cannot guarantee and will not be responsible for any late notification. In such circumstances, Spacehive will use reasonable endeavours in ensuring any incorrectly charged Funders are refunded.
When a Funder makes a pledge to a Project through GoCardless:
- The pledged payment will only be taken if Spacehive is satisfied that the Target Amount set for the relevant Project has been reached by the Target Date and notifies the Funder that the Target Amount set for the relevant Project has been reached by the Target Date and notifies GoCardless to charge the Funder for the full amount of the pledge and to pass all pledged funds to the relevant PDM, subject to deduction of any applicable fees from Spacehive, GoCardless and Project Verifiers in respect of the relevant pledged funds. The Funder agrees that Spacehive is entitled to pass such instructions to GoCardless.
- If Spacehive is not satisfied that the Target Amount set for the relevant Project has been reached by the Target Date it shall notify GoCardless to cancel any pending charges against any Funders who have pledged funds. The Funder agrees that Spacehive is entitled to pass such instructions to GoCardless. Although Spacehive will endeavour to promptly notify GoCardless to cancel any pending charges, Spacehive cannot guarantee and will not be responsible for any late notification. In such circumstances, Spacehive will use reasonable endeavours in ensuring any incorrectly charged Funders are refunded.
Although Spacehive will endeavour to give any such notifications promptly, Spacehive cannot guarantee and will not be responsible for any late notification. In such circumstances, Spacehive will use reasonable endeavours in ensuring any incorrectly charged Funders are refunded.
In determining whether or not the Target Amount for the relevant Project has been reached by the Target Date, Spacehive shall take into account the total of (i) the total of pledges pledged through PayPal and GoCardless; and (ii) any pledges made offline directly to the PDM (“Offline Payments”). If the total of payments actually made by the Payment Platforms (including fees payable to Spacehive) and Offline Payments amounts to 93% or more of the Target Amount, Spacehive may permit the Project to proceed but, if not, Spacehive shall cancel the Project and pass instructions to the PDM and/or the relevant Payment Platform to refund pledges to Funders less any charges payable in respect of such refunds.
Spacehive is not responsible for issuing refunds for pledges that have been collected by PDMs. PDMs will also be responsible for refunds under the terms of the PDM Agreement.
Any payment of funds pledged by a Funder is subject to the terms and conditions of PayPal and/or GoCardless, as applicable.
Spacehive reserves the right to cancel, suspend or refund any pledges made at any time for any reason. If Spacehive receives fees on pledges for a Project which is subsequently cancelled, it shall pass instructions to the PDM and/or the relevant Payment Platform to refund pledges to Funders less any charges payable in respect of such refunds.
Spacehive reserves the right to cancel, interrupt or suspend a posting of Content and/or a Project or Initiative at any time for any reason.
The Funder agrees that if the costs of delivering the Project in accordance with the Project Plan are less than the total of net pledges received by the PDM, the surplus funds shall be applied by the PDM in accordance with the Project Plan or otherwise as stated on the Site in relation to the application of surplus funds on the relevant Project.
Your use of the Site is at your own risk. You must evaluate, and bear all risks associated with, the use of any Content, including reliance on the accuracy, completeness or usefulness of any Content. All information provided on or via the Site is for information purposes only. You should seek your own independent advice with respect to any Content.
We endeavour to provide a convenient and functional Site, but we do not guarantee that the Content will be error free or that the Site or the server that operates it is free of viruses or other harmful components.
Although we will use reasonable endeavours to maintain the Content, we do not undertake to provide support or maintenance services for the Content.
If your use of the Site results in the need for servicing or replacing property, material, equipment or data, we will not be responsible for such costs.
Without limiting the above provisions, everything on the Site is provided to you "as is" and "as available" without warranty or condition of any kind, either expressed or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, or non-infringement. We exclude all representations and warranties to the fullest extent permissible under any Applicable Law.
If a jurisdiction does not allow the exclusion of implied warranties in accordance with paragraph 10.5 but allows limitations of a certain maximum extent then we limit our warranties to that extent.
Limitation of Liability
Spacehive will give you any necessary notices (including, but not limited to notices, agreements, legally required disclosures or other information in connection with the Services) by posting them on the Site. You agree:
- to check the Site for notices; and
- that you will be considered to have received a notice when it is made available to you by posting on the Site.
"Applicable Law" in relation to any person, action or thing means the following in relation to that person, action or thing:
- any law, rule or regulation of any country (or political sub-division of a country);
- any obligation under any licence in any country (or political sub-division of a country); and
- any lawful and binding determination, decision or direction of a regulator in any country (or political sub-division of a country).
"Content" includes, without limitation, any User Submissions, things that you may see, read, hear, download or access on or via the Site (including but not limited to messages, written forum comments, interactive features generated, files, data, software, images, photographs, illustrations, text and other materials), provided, or otherwise made accessible by Spacehive or its partners on or through the Service.
“Initiative” means a branded campaign page which an Initiative Manager will edit, maintain and may link to certain Projects on the Site.
“PDM” means the Project Delivery Manager appointed for the Project pursuant to Clause 10.2.
“PDM Agreement” means the agreement entered into, or to be entered into, between the PDM and Spacehive in relation to the Project.
"Project" means the civic project posted by a Project Promoter on the Site.
“Project” means the civic project posted by a Project Promoter on the Site.
“Project Plan” means the plan posted by a Project Promoter describing the Project and how it is to be delivered.
“Project Verifier” means the Project Verifier appointed for the Project pursuant to Clause 10.1.
“Target Amount” means the amount of funds required by for the Project to proceed and set by the Project Promoter when posting the Project.
“Target Date” means the date by which the Target Amount must have been met for the Project to proceed and set by the Project Promoter when posting the Project.