Thoughtgraph Ltd welcomes you to our web application DebateGraph.

It is your responsibility to read these Terms and Conditions before using the DebateGraph web application ("Application").

By using the Application, which you may access in various ways, including but not limited to the World Wide Web, you signify your consent and agreement to these Terms and Conditions, including, where applicable, the terms and conditions of the applicable Creative Commons licence. It is your responsibility to check and confirm the applicable license terms of all material prior to any use beyond DebateGraph.

It is also your responsibility to regularly check the Application website to determine if there have been changes to these Terms and Conditions and to review such changes. The continued use of the Application following the posting of changes to these Terms and Conditions will mean that you accept such changes.

If you do not agree to abide by these, or any future Terms and Conditions, do not use or access—or continue to use or access—the Application. If you register with the Application, you should also read our privacy policy.

1. Ownership

The Application is owned by Thoughtgraph Ltd ("Thoughtgraph"). The materials provided in the Application including graphics, code, text products, software, and design are owned or licensed by Thoughtgraph. Certain third party copyright materials are also included in the Application, including those materials belonging to licensors of Thoughtgraph. You agree that all such materials are protected by international intellectual property law.

For the purposes of this agreement, "material" means material including, without limitation, graphics, code, software, design, text, video, and sound material, published on, or forming part of the Application, whether copyright of Thoughtgraph Ltd or a third party.

2. Use of the Application

You acknowledge and agree that the Application, including any necessary software used in connection with the Application, contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorised by Thoughtgraph you agree not to modify, rent, lease, loan, sell, distribute or create derivative works based on the Application in whole or in part.

Thoughtgraph grants you a personal, non-transferable and non-exclusive right and licence to use the object code of its software on a single computer; provided that you do not (and do not allow any third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicence, grant a security interest in or otherwise transfer any right in the software. The foregoing is subject to applicable statute and other express law. You agree not to modify the software in any manner or form, or to use modified versions of the software, including (without limitation) for the purpose of obtaining unauthorised access to the Application. You agree not to access the Application by any means other than through the interface that is provided by Thoughtgraph for use in accessing the Application.

You are granted a limited, personal, non-exclusive, non-transferable, revocable, licence to use the Application. You agree that you may not download, reproduce, modify, display, republish, perform, transfer, upload, broadcast, distribute or otherwise use the Application materials, except as provided under these Terms and Conditions, and you agree to take all reasonable steps to prevent the unauthorised use of the Application materials.

The Application may not be reproduced, duplicated, copied, stored, sold, resold, disseminated, or otherwise exploited for any commercial purpose without express written consent of Thoughtgraph. This license does not include any resale or commercial use of the Application or any derivative use of the Application. You may not use data mining, robots, screen scraping, or similar data gathering and extraction tools on the Application, without the express written consent of Thoughtgraph. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Thoughtgraph and our affiliates without express written consent.

For the avoidance of doubt you will not obtain any ownership interest in Thoughtgraph, the Application or the Application materials, whether through these Terms and Conditions or otherwise.

You agree that your use of the Application is for your own personal use, and you agree not to delete, change or modify in any way the copyright notices or trade marks contained on the Application.

Thoughtgraph reserves the right to change the Application and the Application materials at any time without notice.

3. Registration

When you register, you are registering as a personal user of the Application. Access to registration areas is via your user name and password. We allow you access to the registration areas of the Application on the basis that:

• (a) your user name and password are personal to you and may not be used by anyone else to access the Application;

• (b) you will not do anything that would assist anyone who is not a registered user to gain access to any registration area of Application;

• (c) you do not maliciously create additional registration accounts for the purpose of abusing the functionality of the Application, or other users; nor do you seek to pass yourself off as another user; and,

• (d) you comply with these terms and conditions.

In consideration of your use of the Application, you agree to:

• (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Application ("Registration Data");

• (b) maintain the security of your password and identification;

• (c) maintain and promptly update the Registration Data, and any other information you provide to Thoughtgraph, to keep it accurate, current and complete; and

• (d) be fully responsible for all use of your account and for any actions that take place using your account.

You agree to not use the Application to:

• (a) upload, post, email or otherwise transmit any material that is unlawful, harmful, threatening, abusive, harassing, tortious, libellous, defamatory, illegal, vulgar, obscene, libellous, invasive of another's privacy, hateful, or racially, ethnically or otherwise objectionable;

• (b) harm minors in any way;

• (c) impersonate any person or entity, including, but not limited to, a Thoughtgraph official, or falsely state or otherwise misrepresent your affiliation with a person or entity;

• (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted through the Application;

• (e) upload, post, email or otherwise transmit any content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

• (f) upload, post, email or otherwise transmit any material that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

• (g) upload, post, email or otherwise transmit any unsolicited or unauthorised advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation, except in those areas that are designated for such purpose;

• (h) upload, post, email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

• (i) disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to engage in the use of the Application;

• (j) interfere with or disrupt the Application or servers or networks connected to the Application, or disobey any requirements, procedures, policies or regulations of networks connected to the Application;

• (k) intentionally or unintentionally violate any applicable law or regulation including, but not limited to, regulations promulgated by any securities exchange;

• (l) "stalk" or otherwise harass another; or

• (m) collect or store personal data about other users.

Recognising the global nature of the Internet, you agree to comply with all local laws and rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data exported from the United Kingdom, the United States and the country in which you reside (if different from the aforementioned).

You are solely responsible for your interactions with other users of the Application. Thoughtgraph reserves the right, but has no obligation, to monitor disputes between you and other users.

You affirm that you are either more than 18 years of age or possess legal parental or guardian consent and are fully able and competent to understand, enter into, and comply with these Terms of Service. You also affirm that you are over 13 years of age. If you are under 13 years of age, you may not use the Application.

6. Third party material

The Application contains (or you may be sent via the Application) links to other websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, software and other materials belonging to or originating from third parties (the "Third Party Materials"). Such Third Party Websites and Third Party Materials are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Thoughtgraph, and we are not responsible for any Third Party Websites accessed through the Application or any Third Party Materials posted on the Application, including without limitation the content, accuracy, offensiveness, opinions, reliability or policies of or contained in the Third Party Websites or the Third Party Materials. Inclusion of or linking to any Third Party Website or any Third Party Materials does not imply approval or endorsement thereof by us. If you decide to leave the Application and access the Third Party Websites, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Application.

You further acknowledge and agree that Thoughtgraph 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 use of or reliance on any such content, goods or services available on or through any such Third Party Website or Third Party Materials.

7. Material Posted on the Application by Users

You are solely responsible for the text, photographs, messages, notes, information, video, advertisements and other content that you upload, publish, link to, or display (hereinafter, "post") on or via the Application, or transmit to, or share, with other users (collectively the "User Material"). You acknowledge that Thoughtgraph does not pre-screen content, but that Thoughtgraph and its designees shall have the right (but not the obligation) in their sole discretion to refuse or move (without notice) any content that is available via the Application.

By posting User Material to the Application, you give Thoughtgraph a non-exclusive, worldwide, royalty-free, sublicensable, transferable right and license to use, host, store, cache, reproduce, publish, display (publicly or otherwise), perform (publicly or otherwise), distribute, transmit, modify, adapt (including, without limitation, in order to conform it to the requirements of any networks, devices, services, or media through which the Application and associated services are available), and create derivative works of such User Material.

You also agree that this license includes the right for Thoughtgraph to make all publicly-posted User Material available to third parties selected by Thoughtgraph, so that those third parties can distribute and/or analyze such Content on other media and services (for example, but not limited to, via Feeds and an API).

Note also that this license to your User Material continues even if you stop using the Application (primarily because of the collaborative nature of User Material shared through the Application).

Where a Creative Commons licence applies to User Material, it is your responsibility to read the full text of the applicable Creative Commons licence in full before posting, downloading or otherwise making use of the applicable User Material, and when posting User Material under the terms of a Creative Commons licence you are also granting permission to Thoughtgraph and others to access and use the User Material under the terms of the applicable Creative Commons license. 

You represent and warrant that you have sufficient rights in the User Material you post to provide it under these Terms and Conditions (and where applicable, the applicable Creative Commons license); that the content is accurate; that the User Material you submit is not obscene, offensive, defamatory of any person or otherwise illegal; that use of the User Material you supply does not violate this Application's policies and will not cause injury to any person or entity; and that you will defend, indemnify and hold harmless Thoughtgraph, our affiliates and our officers, directors, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable legal costs, for all claims resulting from User Material you supply and/or arising out of or in any way connected with any breach by you of these Terms (including, where applicable the applicable Creative Commons license). You grant Thoughtgraph and its affiliates and sublicensees the right to use the name that you submit in connection with such User Material if they choose.

If you do not agree to be bound by the Terms and Conditions in this document (and, where applicable, the applicable Creative Commons license) then you must not use this Application or the material posted by its users. 

If you believe that any material on the Application infringes upon any copyright that you own or control, you may send a written notification of such infringement to copyright@thoughtgraph.com.  

4. Control

Thoughtgraph uses reasonable endeavours to monitor the Application but cannot be held responsible for the accuracy or reliability of any statement, opinion, or advice made on the Application or for any libellous, defamatory, illegal or offensive conduct by any user. You agree to notify Thoughtgraph of any such conduct that comes to your notice. You agree that Thoughtgraph, including any appointed personnel, may at any time without notice:

• (a) move or suspend the Application in whole or in part; and

• (b) disclose any material or content contained on the Application if it considers it necessary to enforce these Terms and Conditions.

Thoughtgraph does its best to ensure that information provided via the Application is correct but in no circumstance does it accept any liability whatsoever for error or omission. You must not rely on any statement we have published via the Application without first taking specialist professional advice.

5. Indemnity

You agree to indemnify, defend and hold harmless Thoughtgraph (including its directors, employees, successors, subsidiaries, agents, affiliates, partners and licensors) against all claims, damages, costs or other expenses that arise directly or indirectly out of, or from, your unauthorised use of the Application.

You agree to indemnify and hold Thoughtgraph, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable legal and accounting fees, arising out of, or in connection with, any material, including any third party material you post on or share through the Application, your use of the Application, your conduct in connection with the Application or with other users of the Application, or any violation of this Agreement, or of any law or the rights of any third party.

8. Termination

Your right to use the Application will be suspended or terminated immediately without notice by Thoughtgraph if in its sole discretion you fail to comply with any term or provision of these Terms and Conditions. On termination, if requested to do so, you must destroy all materials and associated documentation obtained from the Application and all copies of such materials.

9. Miscellaneous

The Application and Application material are provided "as-is" and Thoughtgraph disclaims any and all representations and warranties, whether express or implied, including without limitation implied warranties of title, merchantability, fitness for a particular purpose or non-infringement. Thoughtgraph cannot guarantee and does not promise any specific results from use of the Application. Thoughtgraph does not represent or warrant that the Application or Application materials are accurate, complete, reliable, current or error-free or that the Application or its servers are free of viruses or other harmful components. Therefore, you should exercise caution in the use and downloading of the Application or Application materials and use industry-recognised software to detect and disinfect viruses. You must take your own precautions in this respect as Thoughtgraph accepts no responsibility for any infection by virus or other contamination or by anything that has destructive properties.

Although Thoughtgraph will use reasonable endeavours to provide constant, uninterrupted access to the Application, we do not guarantee this. There will be occasions when the Application will be interrupted whether for maintenance, upgrades and emergency repairs or otherwise and you agree that Thoughtgraph shall not be liable to you or any third party for any modification, suspension or discontinuance of the Application. Thoughtgraph is not responsible for any disruption whatever inherent in the operation of the Internet and World Wide Web including viruses or otherwise.

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Application ("Submissions"), provided by you to Thoughtgraph are non-confidential and shall become the sole property of Thoughtgraph. Thoughtgraph shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

These Terms and Conditions (as revised from time to time) and including and associated information contained on the Application contain the full and complete understanding between the parties and supersede all prior arrangements and understandings whether written or oral appertaining to the subject matter of these Terms and Conditions. Thoughtgraph reserves the right to amend and/or vary these Terms and Conditions from time to time in its entire discretion.

These Terms and Conditions and all representations, obligations, undertakings and warranties contained in them shall enure for the benefit of any successor and assignees of Thoughtgraph.

The failure of Thoughtgraph to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms and Conditions shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions.

10. Governing Law and Jurisdiction

These Terms and Conditions and any contracts made under them shall be governed and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English courts.