TELL TECHNOLOGIES, LTD. WEBSITE AND TELL TECHNOLOGIES MOBILE APPLICATION TERMS OF USE

Effective date: MARCH 5TH 2020

The Basics

This website, the mobile application and other services offered through it, the “Tell Service”, provides a personalized subscription service that allows our members to read, record and share amazing audio-visual stories (“Stories”) with each other, including their kids (“Children”). Sharing can be done directly, from member to member, via private or public groups (“Circles”) or by public links (“Public Links”).

The stories are streamed over the Internet to certain Internet-connected computers, mobile devices, tablets, connected TVs, smart speakers and other devices ("Tell ready devices").

Tell is intended to be used by family members and friends, including parents/guardians who may register on the site, and as a result become “Users”. Users may set up sub-accounts for their Children, which allows the Children to access, and the User to track Children’s use of, parts of the Tell Service.

Accounts may only be established by Users, and not by Children themselves; Children must have Users’ permission to use the Tell Service.

This User Agreement is to be read in conjunction with the following: Tell Technologies, Ltd. – Privacy Policy

1.Introduction

This Tell User Agreement (the “Agreement”) is a legal document which sets out your rights and obligations, and those of Tell Technologies, Ltd., incorporated and registered in England and Wales as a company limited by guarantee with Company Number 11973991 (“TELL”, “Tell Technologies Ltd.”, “we” or “us) and in relation to the Tell Service.

You must take the time to read and understand this Agreement before registering for the Tell Service. By registering, you accept that you are entering into a contract with us on the terms of this Agreement. Visitors to the Tell Service who do not register to become a User similarly affirm that they are bound by this Agreement each time they access the Tell Service. Some of the points addressed in this Agreement will have relevance only if and when certain functionality, such as the ability for Users or Children to interact with each other through the Tell Service, is introduced by us. However, it is important that we make you aware of those points at the time you enter into this Agreement with us.

You should be aware that this Agreement may change from time to time in accordance with “Changes to this agreement” Clause below.

2.Registration

When you register to become a User, we ask you to provide some information about yourself. You must be honest about this information. Alternatively, you may also sign into the Service through your Facebook or Google account. If you do so, we will have access to information on your account such as your email address, profile picture and other information if you grant us permission.

You must not choose a username that could potentially infringe anyone’s rights, which is intended to confuse, or which is offensive, hurtful or otherwise inappropriate, as reasonably determined by us. We may change a username if we think it offends this Agreement.

By creating an account, you agree that:

  • You are an adult age 18 or older;
  • you must ensure that the email address we hold for you is kept up-to-date and that you have full access to it – we may send you important messages there. If you change email address, then you must inform us of the new address through your account on the Tell Service;
  • you will not create an account for anyone other than yourself, unless you are a representative of an Entity with express authorization from an officer of such Entity to create an account on behalf of such Entity;
  • you will not create more than one account for yourself;
  • you will not purchase, sell, gift or trade any account, or offer to purchase, sell, gift or trade any account; and
  • you will not share your password with anyone, except that with respect to accounts created on behalf of an Entity, you may share your account information with other authorized users of the Entity. You are solely responsible for the activity that occurs on your account, so it’s important that you keep your account secure and use a strong password. If you think that someone has gained access to your account, please reach out to us at cs@tellapp.com.
  • YOU ACKNOWLEDGE AND AGREE THAT YOU SHALL HAVE NO OWNERSHIP OR OTHER PROPERTY INTEREST IN ANY ACCOUNT STORED OR HOSTED ON THE SERVICES. ALL RIGHTS IN AND TO SUCH ACCOUNTS ARE AND WILL FOREVER BE OWNED BY AND INURE SOLELY TO THE BENEFIT OF TELL. Any personal information you chose to provide while registering for or in otherwise using the Services will be treated in accordance with our Privacy Policy.

3.Accounts for Minors and Children Under Age 13

Adult users may set up sub-accounts for their Children (Minors or Children under the Age of 13) with a name and a date of birth. We are sensitive to the privacy and child protection issues that arise from being provided with information that uniquely identifies an individual child: we do not wish to be put in a position whereby we hold that kind of information. Therefore, we strongly recommend that Users identify Children’ accounts by aliases or names that are anonymous or incomplete. Do not use children’s full names. Note that we do not request or hold email addresses for Children sub-accounts – only for Users.

4.Privacy policy

TELL's Privacy Policy forms part of this Agreement, and by agreeing to this Agreement, you also give your acknowledgment to the way we may handle your personal data as detailed in that policy.

5.Membership

  1. Your Tell membership will continue until terminated. To use the Tell service you must have Internet access and a Tell ready device, and provide us with one or more Payment Methods. "Payment Method" means a current, valid, accepted method of payment, as may be updated from time to time, and which may include payment through your account with a third party. Unless you cancel your membership before your billing date, you authorize us to charge the membership fee for the next billing cycle to your Payment Method (see "Cancellation" below).
  2. We may offer a number of membership plans, including special promotional plans or memberships offered by third parties in conjunction with the provision of their own products and services. Some membership plans may have differing conditions and limitations, which will be disclosed at your sign-up or in other communications made available to you. You can find specific details regarding your Tell membership in the Tell mobile application by visiting on the "Subscriptions" panel available in your Account Settings.

6.Free Trials

  1. Your Tell membership may start with a free trial. The duration of the free trial period of your membership will be specified during sign-up and is intended to allow new members and certain former members to try the service.
  2. Free trial eligibility is determined by Tell at its sole discretion and we may limit eligibility or duration to prevent free trial abuse. We reserve the right to revoke the free trial and put your account on hold in the event that we determine that you are not eligible. Members of households with an existing or recent Tell membership are not eligible. We may use information such as device ID, method of payment or an account email address used with an existing or recent Tell membership to determine eligibility. For combinations with other offers, restrictions may apply.
  3. We will charge the membership fee for the next billing cycle to your Payment Method at the end of the free trial period unless you cancel your membership prior to the end of the free trial period. To view the membership price and end date of your free trial period, visit the "Subscriptions" panel available in your Account Settings in the Tell mobile application.

7.Billing and Cancellation

  1. Billing Cycle. The membership fee for the Tell service will be charged to your Payment Method on the specific billing date indicated on your "Subscription" page. The length of your billing cycle will depend on the type of subscription that you choose when you sign-up for the service. In some cases your payment date may change, for example if your Payment Method has not successfully settled or if your paid membership began on a day not contained in a given month. Visit the "Subscriptions" panel available in your Account Settings in the Tell mobile application to see your next payment date.
  2. Payment Methods. To use the Tell service you must provide one or more Payment Methods or provide payment through a third Party payment provider such as Apple or Google app stores. You authorize us to charge any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any uncollected amounts. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your account, we may suspend your access to the service until we have successfully charged a valid Payment Method. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of your Payment Method. Local tax charges may vary depending on the Payment Method used. Check with your Payment Method service provider for details.
  3. Updating your Payment Methods. You can update your Payment Methods by going to your “Subscriptions” page. We may also update your Payment Methods using information provided by the payment service providers. Following any update, you authorize us to continue to charge the applicable Payment Method(s).
  4. Cancellation. You can cancel your Tell membership at any time, and you will continue to have access to the Tell service through the end of your billing period. Payments are non-refundable and we do not provide refunds or credits for any partial - month membership periods or unwatched Tell content. To cancel, go to the "Subscriptions" page and follow the instructions for cancellation. If you cancel your membership, your account will automatically close at the end of your current billing period. If you signed up for Tell using your account with a third party as a Payment Method and wish to cancel your Tell membership, you may need to do so through such third party, for example by visiting your account with the applicable third party and turning off auto-renew, or unsubscribing from the Tell service through that third party. You may also find billing information about your Tell membership by visiting your account with the applicable third party.
  5. Changes to the Price and Subscription Plans. We may change our subscription plans and the price of our service from time to time; however, any price changes or changes to your subscription plans will apply no earlier than 30 days following notice to you.

8.Story Privacy Settings

You may change your Story privacy settings on the Services to make your Story and any associated Story Content (as defined in the “Original Story Content” Section of this agreement) more private as follows:

  • Fully Public. If you choose this setting, your story and associated story Content will be public and accessible by anyone.
  • Tell Registered Users. The default setting for a story is “Tell Registered Users”. Only people with a registered account on the Services can view or access your story and associated story Content. Your story and associated story Content will not be accessible by the general public.
  • Private. Only you, your Children sub-accounts and your Circles can view or access your Story and associated User Content. Your Story and associated User Content will not be accessible by the general public or other users of the Services if you choose to make your Story private.

NOTE: Even if you change your Story privacy settings through your account to Tell Registered Users or Private, your Story Content may still be retained by Tell and accessed by Tell and its partners, funders and sponsors, licensees and researchers for research purposes and any other purpose. If you do not wish your content to be made available to Tell’ third party partners, please contact us at cs@tellapp.com. Notwithstanding the foregoing, Tell will always have access to the content on your account and may use such content for internal business purposes and to maintain and provide the Services to you. Note also that irrespective of the Story privacy settings you select, your account username and photograph will always be public and viewable by anyone, unless you delete your account.

9.Rights We Grant You

Tell grants you a personal, non-exclusive, non-assignable and non-transferable license to access and use the Services for your personal and non-commercial use only. This license is subject to your use of the Services in compliance with these Terms of Use.

Any software that we provide you may automatically download and install upgrades, updates, or other new features. You may be able to adjust these automatic downloads through your device’s settings. You may not use the Services for any other purpose or in any way that breaches these Terms of Use or any other agreement applicable to the Services.

Additionally, you will not:

  • archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use (except as explicitly authorized in these Terms of Use) content and information contained on or obtained from or through the Tell Service;
  • circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Tell Service;
  • use any robot, spider, scraper or other automated means to access the Tell service;
  • decompile, reverse engineer or disassemble any software or other products or processes accessible through the Tell service;
  • insert any code or product or manipulate the content of the Tell service in any way;
  • use any data mining, data gathering or extraction method;
  • upload, post, e-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Tell service, including any software viruses or any other computer code, files or programs;
  • use the Services in any way that violates, plagiarizes, misappropriates or infringes the rights of third parties, including without limitation, rights of copyright, trademark, privacy or publicity;
  • use the Services in any way that violates, breaches or is contrary to any applicable law, rules, regulation, court order or is otherwise illegal or unlawful in Tell’ reasonable opinion;
  • use the Services to impersonate or attempt to impersonate Tell, a Tell employee, another user or any other person or Entity or otherwise misrepresent yourself. Using a pseudonym to create an account does not violate this provision;
  • use the Services for harassing, unethical or disruptive purposes or use the Services in any way that is indecent, offensive, abusive, libelous, defamatory, obscene, racist, sexually explicit or in a manner to incite hatred on grounds of race, gender, religion or sexual orientation or in any other manner objectionable in Tell’s reasonable discretion;
  • post sensitive information via the Services, including, without limitation, your or any other person’s credit card information, social security or alternate national identity numbers, non-public phone numbers or non-public email addresses;
  • create or submit unwanted email, comments, likes or other forms of commercial or harassing communications (aka. “spam”) to other users of the Services;
  • exploit the Services for any commercial purpose, including without limitation, the sale of access to the Services or the sale of advertising, sponsorships or promotions placed on or within the Services or Story Content (as defined below);

We may terminate or restrict your use of our service if you violate these Terms of Use or are engaged in illegal or fraudulent use of the service.

10.User Content - Rights You Grant Us

Any and all content, including any communications, images, sounds and all materials or information, that you submit (e.g. by uploading or transmitting) through the App (collectively, “User Content”) is and will remain your property from the moment of creation.

You are solely responsible for your own User Content and the consequences of uploading, submitting, distributing and publishing your User Content on the Services. We do not claim ownership of any User Content.

You represent and warrant that (i) you exclusively own or have the necessary licenses, rights, consents and permissions to publish any User Content you submit and (ii) your User Content does not and will not infringe any patent, trademark, trade secret, copyright, moral right, right of publicity, right of privacy, or other right of any other person or entity or violates any law or contractual duty.

You will remain the owner of the User Content but, by submitting and uploading User Content to the Services, you grant Tell a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, fully paid up, transferable license (with the right to sublicense) to host, store, use, display, reproduce, create derivative works of, modify, adapt, edit, publish, and distribute your User Content in connection with the Services and Tell’ (and its affiliates’ and partners’ and their respective successors) business, including for promoting, marketing and redistributing part or all of the User Content in any media now known or hereafter invented for all purposes permitted by law.

You also grant each user of the Services a non-exclusive, worldwide license to access your User Content through the Services and to use such User Content as permitted through the functionality of the Services and under these Terms of Use. To the extent permitted by applicable laws, you waive any moral rights or similar rights you may have in any User Content.

We cannot and do not monitor or pre-screen the User Content created or uploaded and none of Tell, its affiliates, and their respective employees, agents, directors and officers has any obligation, and does not undertake or assume any duty to review your User Content. Though we have no legal obligation to monitor the User Content, we may access, review and screen User Content if we choose and we reserve the right to block, remove or delete any User Content at any time, with or without notice, and to limit or restrict access to any User Content, for any reason (including if we think your User Content violates these Terms of Use) without liability and limitation.

11.Original Story Content

Tell has uploaded to the App and/or the Site certain Stories that were recorded outside of the App (the “Original Stories”) or duplicated from certain user accounts. The Original Stories, along with any and all content associated with any such Story, including photographs taken at the time of the Story and meta-data fields tagged by Tell (e.g., keywords and themes) (collectively, “Original Story Content”) are and will remain owned by Tell. Original Story Content and User Content are referred to under these Terms of Use collectively as “Story Content.”

If your account contains Original Story Content, your ability to modify such Original Story Content may be limited. If you wish to make any changes to the Original Story Content, please contact Tell at cs@tellapp.com.

If you have Original Story Content on your account and upload any additional Stories, photographs or other content on your account through the App, such additional Stories, photographs and other content will be User Content and subject to the terms and conditions applicable to User Content hereunder.

12.Terms and Conditions for Stories and Ebooks

These Terms and Conditions apply to all Stories available from the www.tellapp.com website and Tell apps (‘Stories’).

By clicking the acceptance button or viewing the Story, you agree to these Terms and Conditions. If you do not agree to all of these Terms and Conditions, you must select the button indicating non-acceptance, and must not download the Story.

We grant you a limited licence (‘Licence’) to view a single copy of the Story, subject to these terms and conditions:

  • The Licence is granted for your personal use (including use by a child for whom you are responsible) and not for any commercial or business purpose.
  • You may not sell, rent, lease, or otherwise transfer the Licence to any other person.
  • You may not otherwise copy or print the Story or adapt or convert the Story into any other format or medium.
  • You may only use the Story for lawful purposes, and in a manner which does not infringe the rights of any third party.
  • We will not be liable to you for any unforeseen losses or any business loss, including loss of profits, which results from your use of, or inability to use, the Story.
  • We will have no liability for the use of any website, content or data provided by a third party that is accessed through the Story.
  • We will not be liable for any failure to perform our obligations under these Terms and Conditions which is caused by circumstances beyond our reasonable control.
  • We may terminate the Licence immediately by giving you notice at the email address you have given us if you breach any of these Terms and Conditions.
  • You may terminate the Licence if you no longer wish to use the Story.
  • On termination of the Licence for any reason, you must delete the Story and make no further use of it.
  • Nothing in this Licence affects our liability for fraudulent misrepresentation, or any other liability that cannot lawfully be excluded or limited. Your rights as a consumer are not affected by anything contained in these Terms and Conditions.
  • These Terms and Conditions are governed by English law and any dispute will be subject to the jurisdiction of the English Courts.

13.Tell Circles Feature

We offer Tell Circles on the Site for users to create a space to share stories and engage in conversations with family, friends, children, neighbours, groups and colleagues. If you have any questions, please reach out to us at cs@tellapp.com.

How Tell Circles Work

Any Tell User can create a Circle. If you are creating a Tell Circle behalf of an Entity, you are representing that you have express authorization from such Entity to create the Circle. When you create a Tell Circle, you are the owner of such Tell Circle. You can also designate other members of your Tell Circle as owners or moderators, sharing administrative control of your Tell Circle as you wish. You may make such designations through your Tell Circle account profile using your administrative login and password.

Only members of a Tell Circle may submit Stories to the Tell Circle. Tell Circle owners may be provided with the option to moderate both membership and Story submissions. Membership moderation means that the Tell Circle owner(s) can control whether anyone can instantly join such Tell Circle or whether they must ask to join and be approved by the owner(s) or another moderator. If you choose to moderate Story submissions, then any Story submitted to be included in your Tell Circle must first be approved by you, another owner or a designated moderator before appearing on your Tell Circle page.

As a Tell Circle owner or moderator, you have the authority to remove Stories or members at any time. You can also block users from attempting to re-join your Tell Circle. (But these features are rarely needed, as the Tell Circles are usually used amongst friends and family members!). Please note that deleted accounts or content may still be used by Tell and certain third parties in accordance with the Terms of Use.

Circle moderation

Please note that whether or not you choose to moderate Story submissions, you, as the owner of the Tell Circle, will be solely liable for any Stories and related content made available through your Tell Circle page. Please note that Tell does not endorse any Story Content (as defined in the Terms of Use) submitted to any Tell Circle page, or any opinion, recommendation or advice expressed therein, and Tell expressly disclaims any and all liability in connection with all such Stories and content.

Story & Circle Privacy

The Tell Service lets each user control who has access to his/her Stories, meaning that some Stories in our archive aren’t visible to all visitors of the website and app. Private Stories are generally only visible to a Story’s owner, to someone who has a secret link to the Story, or to members of a Private Tell Circle to which the Story has been added.

If a Story becomes part of your Public Tell Circle, and the Story owner later chooses to make the Story private, then it will simply no longer appear in your Tell Circle. Public and private Stories can appear in a Private Tell Circles, but only public Stories will appear in a Public Tell Circle.

If a Circle owner creates a Private Tell Circle, the Circle owner cannot later change the Tell Circle settings to be Public. Private Stories can only be part of a Private Tell Circle.

Fees & Payments.

When you create a Tell Circle that requires payments of fees, Tell’s third-party payment service provider will collect your credit card details and charge your credit card account in connection with the Tell Circle tier you select. Tell does not view or store your credit card information. To learn more about our credit card processing vendors and their respective privacy and other policies which apply when you make a payment through their services, please review the policies on their sites.

Circle Logo & Trademark License

If you display your Circle’s logo and branding on your Tell Circle page or profile, you hereby grant to Tell a limited, non-exclusive, royalty-free license to use and display your Circle’s name, logo, branding and other distinctive symbols you elect to be included in your Tell Circle page in connection with the development, promotion and display of your Tell Circle page in accordance with your privacy setting.

13.Our Intellectual Property Rights

You acknowledge that except for any User Content, any and all other software (including source code), logos, icons, the Site’s and the App’s “look and feel,” text, graphics, images, video clips, sound clips, content, notices, data, page layout, selection and arrangement of the content, copyrights, patents, trade secrets, trademarks and other intellectual property rights therein is owned solely and exclusively by Tell and/or its licensors and are protected by the United Kingdom and international copyright, trade secret or other intellectual property laws and treaties.

You may not copy, archive, download, upload, distribute, syndicate, broadcast, perform, display, make available, or otherwise use any portion of the Services or the content on the Services except as set forth in these Terms of Service. Additionally, you may not use the Services, any tools provided by the Services, or any content on the Services for any commercial purposes without our consent.

The Tell name and logo and all related names, logos, product and service names, designs and slogans are trademarks of Tell, its affiliates or its licensors. Other names, logos, product and service names, designs and slogans that appear on the Services are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by Tell. You may not use, copy or imitate any such branding, logos, designs, without the express prior permission of Tell.

14.Third Party Consent

The Services may contain links to or make use of third party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products, application program interfaces or services that are not owned or controlled by Tell (collectively, “Third-Party Sites”). Any use of Third-Party Sites is subject to the terms of use enforced by such third party. YOUR USE OF ANY SUCH THIRD-PARTY SITES IS AT YOUR OWN RISK. None of the Tell Parties (defined below) shall be responsible or liable, directly or indirectly, for any damage or loss caused, alleged to be caused by or in connection with the use of, inability to use or reliance on any such content, goods or services available on any and all Third-Party Sites.

15.Operation of Tell Services

TELL reserves the right to withdraw or modify aspects of the Tell Service, or the entirety of it, where we have legal or commercial reasons to do so. There may also be times when the Tell Service becomes inaccessible as a result of technical difficulties experienced by TELL or on the Internet; we will, however, use reasonable skill and care to overcome these difficulties where they are within our control. There may be times when we make the Tell Service unavailable so that we can conduct technical work on it. Therefore, please note that we cannot guarantee that the Tell Service will always be available at times of your choosing.

16.TELL's Role

We are not and cannot be responsible for the behaviour of Users - whether on the Tell Service or outside of it. In particular, you should be aware that TELL does not pre-screen or monitor the material contributed by Users.

You can report all inappropriate communication or behaviour to us at cs@tellapp.com.

17.Alerting TELL

If you see anything on the Tell Service which appears to infringe this Agreement, then please contact us to inform us of it by emailing us at cs@tellapp.com. We rely upon Users to point out material contributed by other Users which may infringe this Agreement.

18.Disclaimer and Release

TELL has no control over or responsibility for the truth or accuracy of any material available on the Tell Service that is provided by Users or others. If any third party sites are linked to from the Tell Service, this does not mean that we endorse or have any responsibility for the site in question or anything which appears on it. You should exercise no lesser degree of caution in appraising what you see on the Tell Service than you do offline.

Even though Users are prohibited from doing so, people may provide information, or otherwise behave, in a way that is unreliable, misleading or even illegal. Further, you should note that people may not necessarily be who they say they are.

To the extent that the law permits, you release TELL its directors, contractors and employees from all liability (including in relation to disputes with other Users) arising out of your use of a third party site or arising out of or in connection with the material included on the Tell Service by Users and other third parties.

19.Data Protection

  1. In this clause 19, the following terms shall have the following meanings:
  • “User Personal Data” means personal data of a legal person who creates an account on the site.
  • “Data Protection Legislation” shall mean the Data Protection Act 1998, the EU Data Protection Directive 95/46/EC, the General Data Protection Regulation (EU) 2016/679 (GDPR), the Privacy and Electronic Communications (EC Directive) Regulations 2003 or any successor and all applicable laws and regulations relating to processing of personal data and privacy, including where applicable the guidance and codes of practice issued by the Information Commissioner’s Office including any amending or replacement legislation in force from time to time.”
  • “Data Controller”, “Data Processor”, “Data Subject” and “Personal Data”, “Sensitive Personal Data”, “Special Category Data”, “Personal Data Breach”, processing and appropriate technical and organisational measures shall have the meanings given to them in the Data Protection Legislation.
  • “Purpose” means the use of User Personal Data for the purposes of performing the Tell Service in accordance with the Agreement.
  1. Each party acknowledges that the factual arrangement between them dictates the role of each party in respect of the Data Protection Legislation. Notwithstanding the foregoing, the parties anticipate that you shall act as a Data Controller and we shall act as a Data Processor in respect of processing the User Personal Data as follows:
  • You shall be a Data Controller in respect of the User Personal Data used to register an account to use the site;
  • We shall be a Data Processor where we are processing User Personal Data on behalf of schools/educators and/or teachers for the Purpose;
  • There may also be circumstances where we act as a Data Controller (for example in relation to any User Personal Data we collect to administer the Tell Service or where we contact Users for marketing purposes).
  1. We each agree to comply with the Data Protection Legislation in relation to the User Personal Data at all times.
  2. Where we process User Personal Data on behalf of schools/educators and/or teachers, sub-clause 5. below will apply, however where we act as a Data Controller we will not be subject to sub-clause 5 below.
  3. When processing User Personal Data on behalf of schools/educators and/or teachers, we shall:
  • Only process the User Personal Data for the Purpose and we will not use the User Personal Data for any other purpose;
  • Maintain appropriate technical and organisation processes, procedures and security measures in place, to safeguard against any unauthorised or unlawful processing and against accidental loss or destruction of, or damage to the User Personal Data. These measures will be appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting User Personal Data, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to User Personal Data can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
  • Ensure that all personnel who have access to and/or process User Personal Data are obliged to keep the User Personal Data confidential;
  • You consent to us transferring User Personal Data outside of the European Economic Area where the transfer is conducted in accordance with the Data Protection Legislation;
  • Notify you of any potential or actual losses of the User Personal Data and/or of any Personal Data Breach without undue delay and provide co-operation and assistance to you to enable you to comply with your obligations as a Data Controller in relation to data breach notification requirements under the Data Protection Legislation;
  • Clause (5.e) above also applies to any breaches of security which may compromise the security of the User Personal Data;
  • Provide you with reasonable assistance in responding to any Data Subject requests in accordance with the Data Protection Legislation;
  • Provide you with reasonable assistance in responding to any request for information received from the Information Commissioner’s Office;
  • Upon your written request, delete or return User Personal Data and any copies thereof to you on the termination of the Agreement unless we are required by law to retain the User Personal Data;
  • Maintain complete and accurate records and information to demonstrate its compliance with this clause (5.j) and allow for audits by you or your designated auditor. Any such audits shall only be permitted where you have provided reasonable advance notice to us in writing;
  • You consent to us appointing sub-processors as third-party processors of User Personal Data under this Agreement to assist us in delivering the Tell Service to you under the Agreement. We confirm that we have entered or (as the case may be) will enter into a written agreement with the third party processor substantially on that third party's standard terms of business. You also consent to us appointing any replacement third party processors. Here is an up to date list of our third party processors. You are responsible for regularly checking the site for any changes to the list of third party processors;
  • Maintain registration with the Information Commissioner’s Office where required to do so under the Data Protection Legislation to process the Customer Personal Data for the Purpose.

20.Excluded loss

We will not be liable to you or any third party for any loss not reasonably foreseeable by us when this Agreement commences, for any indirect or consequential loss or damage, or for any loss of data, profit, revenue or business, howsoever caused (whether arising out of any negligence or breach of this Agreement or otherwise). TELL will also not be liable for any failure to perform of its obligations under this Agreement caused by matters beyond its reasonable control.

21.Non-excluded Liabilities

Nothing in this Agreement limits our liability for death or personal injury resulting from our negligence, or any other liability which may not by law be excluded. Any statutory rights you may have as a consumer remain unaffected.

22.Indemnity

You agree to indemnify us against all liabilities, claims and expenses that may arise from any breach of this Agreement by you or through a machine on which you access the Tell Service.

23.Assignment

Tell may assign these Terms of Use, in whole or in part, to any person or entity at any time with or without your consent. You may not assign these Terms of Use, or assign, sublicense, pledge, or otherwise transfer or share the benefit of any or all of your rights, if any, in the Services, and any attempt to the contrary is void.

24.Changes to this Agreement

TELL reserves the right to change this Agreement from time to time, and post the new version on the Tell Service. This Agreement, and any new version of it in the future, takes effect immediately or upon such date as we specify on the Tell Service. However, if you do not wish to be bound by the changes we make in this Agreement (or any new version of it), then you can choose instead to remain bound by the previous TELL Terms and Conditions until one month after the date when we post the new version.

25.Severability

In the event that any term of this Agreement is held to be invalid or unenforceable by judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable.

26.Law

This Agreement shall be governed by and construed in accordance with the laws of England and Wales.

27.Keeping this Agreement

We don't separately file the individual Agreements entered into by members when they register for the Tell Service. You can access it on the Tell Service. Please make a durable copy of this Agreement by printing and/or saving a downloaded copy on your own computer.

28.Contact

You can contact us by post at TELL, 103, Westbourne Park Villas, London, W2 5ED, UK. Please make sure you include your full name and email address with all correspondence.

29.Apple Policies

The following terms and conditions apply to you only if you are using the App from the Apple App Store. To the extent the other terms and conditions of these Terms of Use are less restrictive than, or otherwise conflict with, the terms and conditions of this Section, the more restrictive or conflicting terms and conditions in this Section apply, but solely with respect to the App from the Apple App Store. 1. You acknowledge and agree that these Terms of Use are solely between you and TELL, not Apple, and that Apple has no responsibility for the App or content thereof. 2. Your use of the App must comply with the App Store Terms of Use. 3. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App. 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, if any, for the App to you; to the maximum extent permitted by applicable 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 solely governed by these Terms of Use. 4. You and Tell acknowledge that Apple is not responsible for addressing any claims of you or any third party relating to the App or your possession and/or use of the App, including, but not limited to: (1) product liability claims; (2) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation. 5. You and Tell acknowledge that, in the event of any third party claim that the App or your possession and use of that App infringes such third party’s intellectual property rights, Tell, not Apple, will be solely responsible for the investigation, defence, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms of Use. 6. You must comply with applicable third party terms of agreement when using the App. 7. You and Tell acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms of Use as they relate to your license of the App, and that, upon your acceptance of these Terms of Use, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms of Use against you as a third party beneficiary thereof.

30.General

Please note that we do not endorse any Story Content submitted to the Services by any user or other licensor or any other Stories displayed on the App, or any opinion, recommendation or advice expressed therein, and we expressly disclaim any and all liability in connection with all such Stories and content.

Tell reserves the right to limit the availability of the Services or any portion of the Services to any person, geographic area or jurisdiction, at any time and in Tell’s sole discretion, and to limit the quantities of any content, program, product, service or other feature that Tell provides.

If any provision of these Terms of Use shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

These Terms of Use are the complete and exclusive statement of the agreement between you and Tell concerning the Services, and these Terms of Use supersede any prior or contemporaneous agreement, either oral or written, and any other communications with regard thereto between you and Tell. A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term of this Agreement.

We always love to hear from our users and encourage you to contact us with any suggestions or feedback, which we may use to improve our Services. But if you do volunteer suggestions or feedback, keep in mind that we can use your ideas without compensating you.

The section headings used herein are for reference only and shall not be read to have any legal effect.

If you have any questions on these Terms of Use, please contact cs@tellapp.com.